To the Members of Chromatic India Limited
Report on the Audit of the Standalone Financial Statements
1. We have audited the accompanying standalone financial statements of Chromatic IndiaLimited ('the Company') which comprise the Balance Sheet as at 31 March 2020 theStatement of Profit and Loss (including Other Comprehensive Income) the Cash FlowStatement and the Statement of Changes in Equity for the year then ended and a summary ofthe significant accounting policies and other explanatory information.
2. In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements subject to note nos. 24 2526 27 28 32 & 42 give the information required by the Companies Act 2013 ('Act')in the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India including Indian Accounting Standards ('Ind AS')specified under section 133 of the Act of the state of affairs (financial position) ofthe Company as at 31 March 2020 and its profit (financial performance including othercomprehensive income) its cash flows and the changes in equity for the year ended on thatdate.
Basis for Opinion
3. We conducted our audit in accordance with the Standards on Auditing specified undersection 143(10) of the Act. Our responsibilities under those standards are furtherdescribed in the Auditor's Responsibilities for the Audit of the Financial Statementssection of our report. We are independent of the Company in accordance with the Code ofEthics issued by the Institute of Chartered Accountants of India ('ICAI') together withthe ethical requirements that are relevant to our audit of the financial statements underthe 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.
Key Audit Matters
4. Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone financial statements of the current period.These matters were addressed in the context of our audit of the financial statements as awhole and in forming our opinion thereon and we do not provide a separate opinion onthese matters.
5. We have determined the matters described below to be the key audit matters to becommunicated in our report.
|Key audit matter ||How our audit addressed the key audit matter |
|1. We draw reference to note 24 & 26 to the standalone financial statements. Sundry Debtors and Loans & Advances (other than advances to subsidiaries) includes amount of Rs 4.06 Crores and Rs 1.06 Crores respectively which are outstanding for a period of more than 3 years. ||Our audit procedures were focused on obtaining sufficient appropriate audit evidence that the carrying value of Sundry Debtors and Loans & Advances are not materially misstated. In the absence of proper audit evidence including but not limited to absence of balance confirmation we have relied on the written representation from the management who are in the opinion that current assets loans and advances shall have a value on realisation in the ordinary course of business at least equal to the amount at which they are stated in the balance sheet and provision for all known liabilities have been made and contingent liabilities disclosed properly. |
|2. We draw reference to note 25 to the standalone financial statement. Loans & Advances includes non-interest bearing unsecured loan of Rs. 2689623337/- given to Chromatic International FZE the subsidiary of the company for overseas Business Development. The subsidiary did not do any business during the year. Company has not made the accounting treatment as prescribed in Ind AS 109 (Financial Instruments) and Ind AS 113 (Fair Value Measurement) ||As represented by the management due to non-availability of repayment plan Company is not able to provide the impact as required by Ind AS 109 (Financial Instruments) and Ind AS 113 (Fair Value Measurement). Due to absence of proper information we have given our opinion subject to this. |
|3. We draw reference to note 27 to the standalone financial statement. Company has classified one of its Building which has been given on rent as Investment Property as per Ind AS 40 (Investment Property) and elected to continue with the carrying value recognised as at 1 April 2016 measured as per previous GAAP. Company has not measured the Investment property at Fair value as on 31.03.2019 as prescribed in IndAS 40. ||As per management the govt. is not allowing chemical manufacturing in this premises and therefore the building has been rented out. Due to absence of proper information we have given our opinion subject to this. |
|4. We draw reference to note 28 to the standalone financial statements. During the year 2018-19 Asst. Commissioner of Income Tax has passed the order for the A.Y. 2015-16 against the Company for the Income Tax demand of Rs 226699645/-. Said demand has not yet provided in the books as on 31st March 2020. ||As explained by management the Co. has filed appeal against the order in consultation with legal experts. Due to absence of proper documents we have not given our opinion on this. |
|5. We draw reference to note 29 to the standalone financial statements. Capital work in progress includes an amount of Rs. 105.72 Crores paid during previous accounting years for setting up of power plant. The procurement has not been done for pending clearances from the Govt. These advances are subject to confirmation and reconciliation and outstanding for more than 3 years. ||As per management backward integration could not be done in the absence of govt. clearances. Due to absence of proper documents/ information we have given our opinion subject to this. |
|6. We draw reference to the note 6(d). Company carrying heavy cash in hand balance which in our opinion is not line with the size of business. We have not physically verified the cash balance. ||We have relied on the written representation of the management who confirms the availability of cash balance. |
We have determined that there are no other key audit matters to communicate in ourreport.
Information other than the Financial Statements and Auditor's Report thereon
6. The Company's Board of Directors is responsible forthe other information. The otherinformation comprises the information included in the Annual Report but does not includethe financial statements and our auditor's report thereon. The Annual Report is expectedto be made available to us after the date of this auditor's report.
Our opinion on the financial statements does not cover the other information and wewill not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements our responsibility is to readthe other information identified above when it becomes available and in doing soconsider whether the other information is materially inconsistent with the financialstatements or our knowledge obtained in the audit or otherwise appears to be materiallymisstated.
When we read the Annual Report if we conclude that there is a material misstatementtherein we are required to communicate the matter to those charged with governance.
Responsibilities of Management and Those Charged with Governance for the StandaloneFinancial Statements
7. 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 standalone financial statementsthat give a true and fair view of the state of affairs (financial position) profit orloss (financial performance including other comprehensive income) changes in equity andcash flows of the Company in accordance with the accounting principles generally acceptedin India including the Ind AS specified under section 133 of the Act. This responsibilityalso includes maintenance of adequate accounting records in accordance with the provisionsof the Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and designimplementation 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 financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.
8. 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.
9. Those Board of Directors are also responsible for overseeing the Company's financialreporting process.
Auditor's Responsibilities for the Audit of the Financial Statements
10. Our objectives are to obtain reasonable assurance about whether the 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 withStandards on Auditing will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered material if individuallyor in the aggregate they could reasonably be expected to influence the economic decisionsof users taken on the basis of these financial statements.
11. As part of an audit in accordance with Standards on Auditing we exerciseprofessional judgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the 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(3)(i)of 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 the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basisof accounting 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 financial statements or if such disclosures are inadequate to modify our opinion.Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.
Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.
12. We communicate with those charged with governance regarding among other mattersthe planned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.
13. We also provide those charged with governance with a statement that we havecomplied with relevant ethical requirements regarding independence and to communicatewith them all relationships and other matters that may reasonably be thought to bear onour independence and where applicable related safeguards.
14. From the matters communicated with those charged with governance we determinethose matters that were of most significance in the audit of the 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
15. As required by section 197(16) of the Act we report that the Company has paidremuneration to its directors during the year in accordance with the provisions of andlimits laid down under section 197 read with Schedule V to the Act.
16. As required by the Companies (Auditor's Report) Order 2016 ('the Order') issued bythe Central Government of India in terms of section 143(11) of the Act we give in theAnnexure I a statement on the matters specified in paragraphs 3 and 4 of the Order.
17. Further to our comments in Annexure I as required by section 143(3) of the Act wereport that:
a) we have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purpose 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 standalone financial statements dealt with by this report are in agreement withthe books of account;
d) in our opinion the aforesaid standalone financial statements comply with Ind ASspecified under section 133 of the Act;
e) on the basis of the written representations received from the directors and taken onrecord by the Board of Directors none of the directors is disqualified as on 31 March2020 from being appointed as a director in terms of section 164(2) of the Act;
f) we have also audited the internal financial controls over financial reporting(IFCoFR) of the Company as on 31 March 2020 in conjunction with our audit of thestandalone financial statements of the Company for the year ended on that date and ourreport dated 31 July 2020 as per Annexure II expressed unmodified opinion;
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 (as amended) in our opinion and to the best of ourinformation and according to the explanations given to us:
i. the Company has disclosed the impact of pending litigations on its financialposition in its financial statements as at 31 March 2020;
ii. the Company has made provision as required under the applicable law or accountingstandards for material foreseeable losses if any and as required on long-term contractsincluding derivative contracts as at 31 March 2020;
iii. there has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company during the year ended 31 March2020; and
iv. the disclosure requirements relating to holdings as well as dealings in specifiedbank notes were applicable for the period from 8 November 2016 to 30 December 2016 whichare not relevant to these standalone financial statements. Hence reporting under thisclause is not applicable.
Annexure I to the Independent Auditor's Report of even date to the members of ChromaticIndia Limited on the standalone financial statements for the year ended 31 March2020
Based on the audit procedures performed for the purpose of reporting a true and fairview on the financial statements of the Company and taking into consideration theinformation and explanations given to us and the books of account and other recordsexamined by us in the normal course of audit and to the best of our knowledge and beliefwe report that:
(i) (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) The title deeds of all the immovable properties (which are included under the head'Property plant and equipment') are held in the name of the Company.
(ii) The inventories have been physically verified by the management during the year.As explained to us there was no material discrepancies noticed on physical verificationof inventories as compared to the book records.
(iii) In respect of the Loans secured or unsecured granted by the company tocompanies firms or other parties covered in the register maintained under section 189 ofthe Companies Act 2013 ('the Act') there is no overdue amount of loan granted to saidcompanies. The company has given non-interest bearing loan of Rs. 268.96 Cr. to itssubsidiary for doing business in overseas market.
(iv) In our opinion and according to the information and explanations provided to usthe Company has complied with the provisions of Section 185 and 186 of the Companies Act2013 in respect of investments and guarantees.
(v) According to the information and explanations given to us the company has notaccepted any deposits from the public.
(vi) The Company is required to maintain the cost records as prescribed by the CentralGovernment of India under subsection (1) of section 148 of the Companies Act for theactivities carried on by the company. We are of the opinion that primafacie the prescribedrecords have been maintained. We have however not made a detailed examination of costrecords with a view to determine whether they are accurate or complete.
(vii) In respect of statutory dues
a) Undisputed statutory dues including provident fund investor education andprotection fund Employees' state insurance income-tax sales-tax wealth-tax customsduty excise duty have not been timely deposited with the appropriate authorities andthere have been slight delays in few cases.
b) According to the information and explanations given to us no undisputed amountspayable in respect of provident fund investor education and protection fund employees'state insurance wealth-tax sales-tax customs duty excise duty and other undisputedstatutory dues were outstanding at the year end for a period of more than six monthsfrom the date they became payable except an amount of Rs. 163053/- on account of IncomeTax for the A.Y. 201112 and Rs. 3214286/- for the A.Y. 2012-13 and Rs. 230510/- onaccount of Dividend Distribution Tax for the F.Y. 2012-13 and interest thereon (if any).
c) According to the information and explanations given to us the amounts which wererequired to be transferred to the investor education and protection fund in accordancewith the relevant provisions of the Companies Act 2013 and rules there under has beentransferred to such fund within time.
(viii) Based on our audit procedures and as per the information and explanations givenby the Management we have observed that the Company has defaulted in repayment of certaindues to a financial institution or bank or debenture holders which later on regularizedduring the year.
(ix) In our opinion the Company has applied moneys raised by way of term loans for thepurposes for which these were raised. The Company did not raise moneys by way of termloans during the year.
(x) No fraud by the Company or on the company by its officers or employees has beennoticed or reported during the period covered by our audit.
(xi) Managerial remuneration has been paid by the company in accordance with therequisite approvals mandated by the provisions of Section 197 of the Act read withSchedule V to the Act.
(xii) In our opinion the Company is not a Nidhi Company. Accordingly provisions ofclause 3(xii) of the Order are not applicable.
(xiii) In our opinion all transactions with the related parties are in compliance withSections 177 and 188 of Act where applicable and the requisite details have beendisclosed in the financial statements etc. as required by the applicable Ind AS.
(xiv) During the year the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures.
(xv) In our opinion the Company has not entered into any non-cash transactions withthe directors or persons connected with them covered under Section 192 of the Act.
(xvi) The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934.
Annexure II to the Independent Auditor's Report of even date to the members ofChromatic India Limited on the standalone financial statements for the year ended31 March 2020
Independent Auditor's Report on the Internal Financial Controls under Clause (i) ofSub-section 3 of Section 143 of the
Companies Act 2013 ("the Act")
1. In conjunction with our audit of the standalone financial statements of ChromaticIndia Limited ("the Company") as at and for the year ended 31 March 2020 wehave audited the internal financial controls over financial reporting (IFCoFR) of theCompany as at that date.
Management's Responsibility for Internal Financial Controls
2. The Company's Board of Directors is responsible for establishing and maintaininginternal financial controls based on internal 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 Reporting('the Guidance Note') issued by the Institute of Chartered Accountants of India (the'ICAI'). These responsibilities include the design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theorderly and efficient conduct of the Company's business including adherence to theCompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Act.
3. Our responsibility is to express an opinion on the Company's IFCoFR based on ouraudit. We conducted our audit in accordance with the Standards on Auditing issued by theICAI and deemed to be prescribed under section 143(10) of the Act to the extentapplicable to an audit of IFCoFR and the Guidance Note issued by the ICAI. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate IFCoFR wereestablished and maintained and if such controls operated effectively in all materialrespects.
4. Our audit involves performing procedures to obtain audit evidence about the adequacyof the IFCoFR and their operating effectiveness. Our audit of IFCoFR included obtaining anunderstanding of IFCoFR assessing the risk that a material weakness exists and testingand evaluating the design and operating effectiveness of internal control based on theassessed risk. The procedures selected depend on the auditor's judgement including theassessment of the risks of material misstatement of the financial statements whether dueto fraud or error.
5. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's IFCoFR.
Meaning of Internal Financial Controls over Financial Reporting
6. Acompany's IFCoFR is a process designed to provide reasonable assurance regardingthe reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles. A company'sIFCoFR include 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 authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.
7. Because of the inherent limitations of IFCoFR including the possibility ofcollusion or improper management override of controls material misstatements due to erroror fraud may occur and not be detected. Also projections of any evaluation of the IFCoFRto future periods are subject to the risk that the IFCoFR may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or proceduresmay deteriorate.
8. In our opinion the Company has in all material respects adequate internalfinancial controls over financial reporting and such controls were operating effectivelyas at 31 March 2020 based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note issued by the ICAI.