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Commercial Engineers & Body Builders Company Ltd.

BSE: 533272 Sector: Engineering
NSE: CEBBCO ISIN Code: INE209L01016
BSE 00:00 | 13 Jul 13.11 -0.23
(-1.72%)
OPEN

13.60

HIGH

13.60

LOW

13.10

NSE 00:00 | 13 Jul 13.05 -0.45
(-3.33%)
OPEN

13.20

HIGH

13.50

LOW

13.05

OPEN 13.60
PREVIOUS CLOSE 13.34
VOLUME 2250
52-Week high 24.00
52-Week low 10.00
P/E
Mkt Cap.(Rs cr) 72
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 13.60
CLOSE 13.34
VOLUME 2250
52-Week high 24.00
52-Week low 10.00
P/E
Mkt Cap.(Rs cr) 72
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Commercial Engineers & Body Builders Company Ltd. (CEBBCO) - Auditors Report

Company auditors report

To

The Members of Commercial Engineers & Body Builders Co Limited

Report on the Financial Statements

We have audited the accompanying financial statements of Commercial Engineers &Body Builders Co Limited ("the Company") which comprise the Balance Sheet as atMarch 31 2017 the Statement of Profit and Loss and the Cash Flow Statement for the yearthen ended and a summary of the significant accounting policies and other explanatoryinformation.

Management's Responsibility for the 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 financial statements that give a true and fair view of the financial positionfinancial performance and cash flows of the Company in accordance with the accountingprinciples generally accepted in India including the Accounting Standards prescribedunder section 133 of the Act.

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 ofthe accounting records relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on ouraudit.

In conducting our audit we have taken into account the provisions of act theaccounting and auditing standards and matters which are required to be included in auditreport under the provisions of the Act and Rules made thereunder.

We conducted our audit of the financial statements in accordance with the Standards onAuditing specified under Section 143(10) of the Act. Those Standards require that wecomply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers internal financial control relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating theappropriateness of the accounting policies used and the reasonableness of the accountingestimates made by the Company's Directors as well as evaluating the overall presentationof the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by the Actin the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as at March31 2017 and its loss and its cash flows for the year ended on that date.

Emphasis of Matter

We draw attention to the following matter in the Notes to the financial statements:

Note No. 37 which states that the related financial Statements for the year ended March31 2017 have been prepared assuming that the Company will continue as a going concern.The Company has incurred losses in the past few years and the net worth has been fullyeroded as at March 31 2017. The Company continuing as going concern is dependent on theCompany's ability to successfully complete the customer orders and generate cash flowsfrom operations including finalization and implementation of Strategic Debt Restructuring(SDR) initiated by the lenders to the Company.

Our opinion is not modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. 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 and the Cash Flow Statementdealt with by this Report are in agreement with the books of account.

(d) In our opinion the aforesaid financial statements comply with the AccountingStandards prescribed under section 133 of the Act.

(e) The going concern matter described in the Emphasis of Matter paragraph above inour opinion may have an adverse effect on the functioning of the Company.

(f) On the basis of the written representations received from the directors as on March31 2017 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2017 from being appointed as a director in terms of Section 164 (2) of theAct.

(g) 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 onthe adequacy and operating effectiveness of the Company's internal financial controls overfinancial reporting.

(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 in our opinionand to the best of our information 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 in accordance with the generally accepted accountingpractice - Also refer Note 26 to the financial statements.

ii. The Company did not have any long-term contracts including derivative contracts asat year end for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor

Education and Protection Fund by the Company.

iv. The Company has provided requisite disclosures in the financial statements asregards its holding and dealings in Specified Bank Notes as defined in the NotificationS.O. 3407(E) dated the 8th November 2016 of the Ministry of Finance during the periodfrom 8th November 2016 to 30th December 2016. Based on audit procedures performed and therepresentations provided to us by the management we report that the disclosures are inaccordance with the books of account maintained by the Company and as produced to us bythe Management. Refer note 41 to the financial statements.

2. 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 B" a statement on the matters specified in paragraphs 3 and 4 of theOrder.

For Deloitte Haskins & Sells LLP
Chartered Accountants
(Firm's Registration No. 117366W/W-100018)
Rupen K. Bhatt
Partner
Mumbai May 29 2017 (Membership No. 46930)

ANNEXURE "A" TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph (g) under 'Report on Other Legal and Regulatory Requirements'of our report of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause

(i) of Sub-section 3 of Section 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of CommercialEngineers & Body Builders Co Limited ("the Company") as of March 31 2017 inconjunction with our audit of the standalone financial statements of the Company for theyear ended on that date.

Management's Responsibility for 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 the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of 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 businessincluding adherence to company's policies the safeguarding of its 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 Companies Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(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 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 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 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.

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 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 2017 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 Deloitte Haskins & Sells LLP
Chartered Accountants
(Firm's Registration No. 117366W/W-100018)
Rupen K Bhatt
Partner
Mumbai May 29 2017 (Membership No. 46930)

ANNEXURE B TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 2 under 'Report on Other Legal and Regulatory Requirements'section of our report of even date)

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

(b) The fixed assets were physically verified during the year by the Management inaccordance with a regular programme of verification which in our opinion provides forphysical verification of all the fixed assets at reasonable intervals. According to theinformation and explanation given to us no material discrepancies were noticed on suchverification.

(c) According to the information and explanations given to us and the records examinedby us and based on the examination of the registered sale deed provided to us we reportthat the title deeds comprising all the immovable properties of land and buildings whichare freehold are held in the name of the Company as at the balance sheet date. In respectof immovable properties of land and buildings that have been taken on lease and disclosedas fixed asset in the financial statements the lease agreements are in the name of theCompany where the Company is the lessee in the agreement.

(ii) As explained to us the inventories were physically verified during the year bythe Management at reasonable intervals and no material discrepancies were noticed onphysical verification.

(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 Companies Act 2013 and hence reporting under clause (iii) of the Orderis not applicable.

(iv) In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Sections 185 and 186 of the Companies Act2013 in respect of grant of loans making investments and providing guarantees andsecurities as applicable.

(v) According to the information and explanations given to us the Company has notaccepted any deposit during the year and hence reporting under clause (v) of the Order isnot applicable.

(vi) The maintenance of cost records has been specified by the Central Government undersection 148(1) of the Companies Act 2013. We have broadly reviewed the cost recordsmaintained by the Company pursuant to the Companies (Cost Records and Audit) Rules 2014as amended prescribed by the Central Government under sub-section (1) of Section 148 ofthe Companies Act 2013 and are of the opinion that prima facie the prescribed costrecords have been made and maintained We have however not made a detailed examination ofthe cost records with a view to determine whether they are accurate or complete.

(vii) According to the information and explanations given to us in respect ofstatutory dues:

(a) The Company has generally been regular in depositing undisputed statutory duesincluding Employees' State Insurance Service Tax Customs duty Cess and any othermaterial statutory dues applicable to it with the appropriate authorities except forProvident fund Excise duty Income Tax Value Added Tax (VAT) and Central Sales Tax (CST)though the delays in deposit have not been serious.

(b) There were no undisputed amounts payable in respect of Provident fund Employees'State Insurance Income-tax Service Tax Income-taxCustoms duty Excise duty and anyother material statutory dues in arrears as at 31 March 2017 for a period of more thansix months from the date they became payable except for VATas follows;

Name of Statute Nature of Dues Amount (Rs.) Period to which the Amount Relates Due Date Date of subsequent payment
CG VAT Act 2005 Value added Tax 0.63 2009-10 09 Jan2017 Not Yet Paid
CG VAT Act 2005 Entry Tax 0.49 2009-10 09 Jan2017 Not Yet Paid
M P VAT Act 2002 Value added Tax 9.67 2010-11 07 Feb2017 Not Yet Paid
CST Act 1956 Central Sales Tax 0.02 2013-14 30 Apr 2014 Not Yet Paid
M P VAT Act 2002 Value added Tax 3.59 2013-14 30 Apr 2014 Not Yet Paid
CST Act 1956 Central Sales Tax 0.01 2014-15 30 Apr 2015 Not Yet Paid
M P VAT Act 2002 Value added Tax 3.71 2015-16 30 Apr 2016 Not Yet Paid
CST Act 1956 Central Sales Tax 0.56 2015-16 30 Apr 2016 Not Yet Paid

(c) Details of dues of Income Tax Sales Tax Excise duty Entry Tax which have notbeen deposited as on 31 March 2017 on account of disputes are given below:

Name of statute Nature of the dues Forum where dispute is pending Period to which the amount relates Amount Involved Amount Unpaid
(Rs.) (Rs.)
Central Sales Tax Act 1956 Central Sales Tax Appellate Board Bhopal April 2007 to March 2008 and April 2010 to March 2011 33.24 8.96
Central Sales Tax Act 1956 Central Sales Tax Additional Commissioner Jabalpur April 2012 to March 2013 6.62 3.29
Central Excise Act 1944 Excise Duty Central Excise Commissioner Bhopal April 2003 4354.24 3954.24
October 2013
Central Excise Act 1944 Excise Duty Central Excise Commissioner Jabalpur September 2013 to March 2016 101.18 92.14
Central Excise Act 1944 Excise Duty Central Excise Commissioner Jamshedpur - April 2009 March 2014 579.52 570.39
Central Excise Act 1944 Excise Duty Central Excise Commissioner Pithampur August 2013 to February 2014 4.10 4.10
Central Excise Act 1944 Excise Duty Deputy Commissioner of Customs Central Excise and Service Tax Jabalpur August 2013 to March 2014 4.68 4.68
Central Excise Act 1944 Excise Duty The Customs Excise and Service Tax Appellate Tribunal New Delhi December 2006 to March 2010 500.38 500.38
- April 2008
Income Tax Act 1956 Income Tax Commissioner(appeal) Kanpur March 2009 and - April 2011 15.93 15.93
March 2012
Income Tax Act 1956 Income Tax CIT (Appeal) Kanpur - April 2007 5.69 5.69
March 2008
Income Tax Act 1956 Income Tax CIT (Appeal) Kanpur - April 2012 594.65 594.65
March 2013
Income Tax Act 1956 Income Tax CIT (Appeal) Kanpur April 2008 to March 2009 3.97 3.97
Entry Tax on goods purchased MP Entry Tax Additional Commissioner Jabalpur April 2009- March 2010 30.89 22.24
M.P. Commercial Tax Act 1994 Value Added Tax Additional Commissioner Jabalpur April 2007 to March 2009 and April 2012 to March 2013 1534.26 1498.44
Jharkhand Commercial Tax Act 1994 Value Added Deputy Commissioner of Commercial Taxes Adityapur Circle Jamshedpur April 2011 to March 2012 217.20 217.20

(viii) In our opinion and according to the information and explanations given to usthe Company has not defaulted in the repayment of dues to banks and financial institutionexcept as under.

Particulars Amount of default of repayment (Rs) Period of default
Principal Interest
Due to Financial Institutions:
Tata Capital Financial Services Ltd 591.72 331.23 March 2016- March 2017
Dues to Banks:
HDFC Bank Limited 1843.17 47.50 November 2016- March 2017
Axis Bank Limited 3078.31 552.76 November 2016- March 2017

The Company has not taken any loans or borrowings from government and has not issuedany debentures.

(ix) In our opinion and according to the information and explanations given to usmonies raised by way of term loans have prima facie been applied by the Company duringthe year for the purpose for which these were raised. The Company has not raised monies byway of initial public offer or further public offer (including debt instrument).

(x) To the best of our knowledge and according to the information and explanationsgiven to us no fraud by the Company and no material fraud on the Company by its officersor employees has been noticed or reported during the year.

(xi) In our opinion and according to the information and explanations given to us theCompany has not paid managerial remuneration which require approvals mandated by theprovisions of section 197 hence reporting under clause (xi) of the Order is notapplicable.

(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of theOrder is not applicable.

(xiii) In our opinion and according to the information and explanations given to usthe Company is in compliance with Section 177 and 188 of the Companies Act 2013 whereapplicable for all transactions with the related parties and the details of related partytransactions have been disclosed in the financial statements etc. as required by theapplicable accounting standards.

(xiv) In our opinion and according to the information and explanations given tousduring 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) Order is not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to usduring the year the Company has not entered into any non-cash transactions with itsdirectors or persons connected with him and hence provisions of section 192 of theCompanies Act 2013 are not applicable.

(xvi) The Company is not required to be registered under section 45-I of the ReserveBank of India Act 1934.

For Deloitte Haskins & Sells LLP
Chartered Accountants
(Firm's Registration No. 117366W/W-100018)
Rupen K. Bhatt
Partner
Mumbai May 29 2017 (Membership No. 46930)