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Britannia Industries Ltd.

BSE: 500825 Sector: Agri and agri inputs
NSE: BRITANNIA ISIN Code: INE216A01022
BSE 00:00 | 14 Aug 6465.75 46.90
(0.73%)
OPEN

6450.00

HIGH

6490.00

LOW

6434.05

NSE 00:00 | 14 Aug 6459.50 28.85
(0.45%)
OPEN

6450.00

HIGH

6494.40

LOW

6424.55

OPEN 6450.00
PREVIOUS CLOSE 6418.85
VOLUME 6578
52-Week high 6628.00
52-Week low 4058.45
P/E 78.84
Mkt Cap.(Rs cr) 77,686
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 6450.00
CLOSE 6418.85
VOLUME 6578
52-Week high 6628.00
52-Week low 4058.45
P/E 78.84
Mkt Cap.(Rs cr) 77,686
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Britannia Industries Ltd. (BRITANNIA) - Auditors Report

Company auditors report

INDEPENDENT AUDITOR'S REPORT

To the Members of Britannia Industries Limited Report on the Audit of the StandaloneInd AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of BritanniaIndustries Limited ("the Company") which comprise the Balance Sheet as at 31March 2018 the Statement of Profit and Loss the Statement of Changes in Equity the CashFlow Statement for the year then ended and a summary of the significant accountingpolicies and other explanatory information (hereinafter referred to as "thestandalone Ind AS financial statements").

Management's Responsibility for the Standalone Ind AS Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese standalone Ind AS financial statements that give a true and fair view of the stateof affairs profit/loss and other comprehensive income changes in equity and cash flowsof the Company in accordance with the accounting principles generally accepted in Indiaincluding the Indian Accounting Standards (Ind AS) prescribed under Section 133 of theAct.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness of theaccounting records relevant to the preparation and presentation of the standalone Ind ASfinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the financial statements management is responsible for assessing theCompany'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.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financialstatements based on our audit.

We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder. We conducted our audit of thestandalone Ind AS financial statements in accordance with the Standards on Auditingspecified 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. Anaudit involves performing procedures to obtain audit evidence about the amounts and thedisclosures in the standalone Ind AS financial statements. The procedures selected dependon the auditor's judgment including the assessment of the risks of material misstatementof the standalone Ind AS financial statements whether due to fraud or error. In makingthose risk assessments the auditor considers internal financial control relevant to theCompany's preparation of the standalone Ind AS financial statements that give a true andfair view in order to design audit procedures that are appropriate in the circumstances.An audit also includes evaluating the appropriateness of the accounting policies used andthe reasonableness of the accounting estimates made by the Company's Directors as well asevaluating the overall presentation of the standalone Ind AS financial statements.

We are also responsible to conclude on the appropriateness of management's use of thegoing concern basis of accounting and based on the audit evidence obtained whether amaterial uncertainty exists related to events or conditions that may cast significantdoubt on the entity's ability to continue as a going concern. If we conclude that amaterial uncertainty exists we are required to draw attention in the auditor's report tothe related disclosures in the financial statements or if such disclosures areinadequate to modify the opinion. Our conclusions are based on the audit evidenceobtained up to the date of the auditor's report. However future events or conditions maycause an entity to cease to continue as a going concern. We believe that the auditevidence we have obtained is sufficient and appropriate to provide a basis for our auditopinion on the standalone Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid 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 31 March 2018 its profit and other comprehensive income its changes inequity and its cash flows 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 Section 143(11) of the Act we givein "Annexure A" a statement on the matters specified in paragraphs 3 and 4 ofthe Order.

2. As required by Section 143 (3) of the Act we report that: (a) We have sought andobtained all the information and explanations which to the best of our knowledge andbelief were necessary for the purposes of our audit; (b) In our opinion proper books ofaccount as required by law have been kept by the Company so far as it appears from ourexamination of those books; (c) The Balance Sheet the Statement of Profit and Loss theStatement of Changes in Equity and the Cash Flow Statement dealt with by this Report arein agreement with the books of account; (d) In our opinion the aforesaid standalone IndAS financial statements comply with the Indian Accounting Standards prescribed underSection 133 of the Act; (e) On the basis of the written representations received from thedirectors as on 31 March 2018 taken on record by the Board of Directors none of thedirectors is disqualified as on 31 March 2018 from being appointed as a director in termsof Section 164(2) of the Act; (f) With respect to the adequacy of the internal financialcontrols with reference to standalone Ind AS financial statements of the Company and theoperating effectiveness of such controls refer to our separate Report in "AnnexureB";

(g) 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 in our opinionand to the best of our information and according to the explanations given to us: i. TheCompany has disclosed the impact of pending litigations on its financial position in itsstandalone Ind AS financial statements – Refer notes 35(i) (a) 40 and 41 to thestandalone Ind AS financial statements; ii. The Company did not have any long-termcontracts including derivative contracts for which there were any material foreseeablelosses – Refer note 56 to the standalone Ind AS financial statements; iii. There hasbeen no delay in transferring amounts required to be transferred to the InvestorEducation and Protection Fund by the Company; and iv. The disclosures in the standaloneInd AS financial statements regarding holdings as well as dealings in specified bank notesduring the period from

8 November 2016 to 30 December 2016 have not been made since they do not pertain to thefinancial year ended 31 March 2018.

for B S R & Co. LLP

Chartered Accountants

Firm Registration No: 101248W/W-100022

Supreet Sachdev
Place: Mumbai Partner
Date: 15 May 2018 Membership Number: 205385

ANNEXURE – A TO THE AUDITOR'S REPORT

With reference to the Annexure A referred to in paragraph 1 in Report on Other Legaland Regulatory Requirements of the Independent Auditor's Report to the Members of theCompany on the standalone Ind AS financial statements for the year ended 31 March 2018 wereport that: (i) (a) The Company has maintained proper records showing full particularsincluding quantitative details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assets bywhich all fixed assets are verified in a phased manner over a period of three years. Inour opinion this periodicity of physical verification is reasonable having regard to thesize of the Company and the nature of its assets. Pursuant to the programme certain fixedassets were physically verified during the year. No material discrepancies were observedon such verification.

(c) In our opinion and according to the information and explanations given to us and onthe basis of our examination of the records of the Company the title deeds of immovableproperties included in property plant and equipment are held in the name of the Company.

In respect of immovable properties been taken on lease and disclosed as property plantand equipment in the standalone Ind AS financial statements the lease agreements are inthe name of the Company.

(ii) The inventory except goods-in-transit and stocks lying with third parties havebeen physically verified by the Management during the year. In our opinion the frequencyof such verification is reasonable. The discrepancies noticed on verification between thephysical stock and the book records were not material and have been appropriately dealtwith in the books of accounts. For stocks lying with third parties at the year-endwritten confirmations have been obtained by the Management.

(iii) According to information and explanations given to us the Company has grantedloans to three companies covered in the register maintained under section 189 of theCompanies Act 2013 ("the Act"). (a) In our opinion the rate of interest andother terms and conditions on which the loans had been granted to the companies listed inthe Register maintained under Section 189 of the Act were not prima facie prejudicial tothe interest of the Company.

(b) In the case of the loans granted to the companies listed in the Register maintainedunder Section 189 of the Act the borrowers have been regular in the repayment of theprincipal and payment of interest wherever stipulated.

(c) There are no overdue amounts in respect of loans granted to companies listed in theRegister maintained under Section 189 of the Act. (iv) In our opinion and according to theinformation and explanations given to us the Company has complied with the provisions ofSections 185 and 186 of the Act with respect to the loans given investments madeguarantees and security given. (v) The Company has not accepted any deposits from thepublic within the meaning the directives issued by the Reserve Bank of India provisionsof Section 73 to 76 of the Act any other relevant provisions of the Act and the relevantrules framed thereunder. (vi) The Central Government has not prescribed the maintenance ofcost records under Section 148(1) of the Act for any of the products manufactured by theCompany.

(vii) (a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company amounts deducted / accrued in the books ofaccount in respect of undisputed statutory dues including Provident fund Employees StateInsurance Income-tax Sales-tax Service-tax Goods and Services tax Duty of customsDuty of excise Value added tax cess and any other material statutory dues have generallybeen regularly deposited during the year by the Company with the appropriate authorities.

According to the information and explanations given to us no undisputed amountspayable in respect of Provident fund Employee State Insurance Income-tax Sales-taxService tax Goods and Services tax Duty of customs Duty of excise Value added taxcess and any other material statutory dues were in arrears as at 31 March 2018 for aperiod of more than six months from the date they became payable.

(b) According to the information and explanations given to us there are no dues whichhave not been deposited by the Company on account of disputes except for the following:

Statute / Nature of dues Amount* ( Rs. ) Period to which the Forum where dispute is pending
amount relates
Excise duty (including service tax) 37689315 1980-1999 High Court(s)
214547675 1995-2011 CESTAT(s)
786361545 1986-2018 Appellate Authority up to Commissioner's level
Sales tax / Value added tax 166238759 1998-2018 Supreme Court
393081284 1989-2018 High Court(s)
58264001 1996-2011 Tribunal(s)
770179756 1999-2018 Appellate Authority up to Commissioner's level
Customs duty 7833410 2004-2014 Appellate Authority up to Commissioner's level
Income-tax 300514674 1991-2008 High Court
264308151 1990-2013 Income tax Appellate Tribunal
225923875 1997-2014 Appellate Authority up to Commissioner's level

*The amounts disclosed are net of payments and include interest and penalties whereverapplicable.

(viii) In our opinion and according to the information and explanations given to usthe Company has not defaulted in repayment of loans or borrowings to the financialinstitution and bank. The Company does not have any outstanding loans or borrowings fromthe government or debenture holder during the year.

(ix) The Company did not raise any money by way of initial public offer or furtherpublic offer (including debt instrument) and term loans during the year. (x) According tothe information and explanations given to us no material fraud on the Company by itsofficers and employees or fraud by the Company has been noticed or reported during thecourse of our audit.

(xi) According to the information and explanations given to us and based on examinationof the records of the Company the Company has paid / provided for managerial remunerationin accordance with the requisite approvals mandated by the provisions of Section 197 readwith Schedule V to the Act. (xii) According to the information and explanations given tous in our opinion the Company is not a Nidhi Company as prescribed under Section 406 ofthe Act.

(xiii) According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with Sections 177 and 188 of the Act where applicable and details of alltransactions have been disclosed in the standalone Ind AS financial statements as requiredby the applicable accounting standards.

(xiv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not made preferential allotmentor private placement of shares or fully or partly convertible debentures during the year.

(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.

(xvi) According to the information and explanation given to us and in our opinion theCompany is not required to be registered under Section 45-IA of the Reserve Bank of IndiaAct1934.

for B S R & Co. LLP
Chartered Accountants
Firm Registration No: 101248W/W-100022
Supreet Sachdev
Place: Mumbai Partner
Date: 15 May 2018 Membership Number: 205385

ANNEXURE B TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THE STANDALONE IND ASFINANCIAL STATEMENTS OF BRITANNIA INDUSTRIES LIMITED

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls with reference to the financialstatements of Britannia Industries Limited ("the Company") as of 31 March 2018in conjunction 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

TheCompany'smanagementisresponsibleforestablishing and maintaining internal financialcontrols based on the internal control with reference to the financial statements criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reporting(‘Guidance Note') issued by the Institute of Chartered Accountants of India(‘ICAI'). These responsibilities include the design implementation and maintenanceof adequate internal financial controls that were operating effectively for ensuring theorderly and efficient conduct of its business including adherence to Company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Act.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to the financial statements based on our audit. We conducted ouraudit in accordance with the Guidance Note and the Standards on Auditing issued by ICAIand deemed to be prescribed under Section 143(10) of the Act to the extent applicable toan audit of internal financial controls both applicable to an audit of Internal FinancialControls and both issued by the ICAI. Those Standards and the Guidance Note require thatwe comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls with reference to thefinancial statements was established and maintained and if such controls operatedeffectively in all material respects. Our audit involves performing procedures to obtainaudit evidence about the adequacy of the internal financial controls system with referenceto the financial statements and their operating effectiveness. Our audit of internalfinancial controls with reference to financial statements included obtaining anunderstanding of internal financial controls with reference to the financial statementsassessing 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 Company's internal financial controls systemwith reference to the financial statements.

Meaning of Internal Financial Controls with reference to the financial statements

A Company's internal financial control with reference to the financial statements is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A Company's internal financial control withreference to the financial statements includes those policies and procedures that: (i)pertain to the maintenance of records that in reasonable detail accurately and fairlyreflect the transactions and dispositions of the assets of the Company; (ii) providereasonable assurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the Company are being made only in accordance withauthorisations of management and directors of the Company; and (iii) provide reasonableassurance regarding prevention or timely detection of unauthorised acquisition use ordisposition of the Company's assets that could have a material effect on the financialstatements.

Inherent Limitations of Internal Financial Controls with reference to the financialstatements

Because of the inherent limitations of internal financial controls with reference tothe financial statements 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 the financial statements to future periods are subject to the risk that theinternal financial control with reference to the financial statements may becomeinadequate because of changes in conditions or that the degree of compliance with thepolicies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system with reference to the financial statements and such internalfinancial controls with reference to the financial statements were operating effectivelyas at 31 March

2018 based on the internal control with reference to the financial statements criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note issued by ICAI.

for B S R & Co. LLP
Chartered Accountants
Firm's Registration Number: 101248W/W-100022
Supreet Sachdev
Place: Mumbai Partner
Date: 15 May 2018 Membership Number: 205385