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Flexituff Ventures International Ltd.

BSE: 533638 Sector: Industrials
NSE: FLEXITUFF ISIN Code: INE060J01017
BSE 00:00 | 26 Mar 42.80 -1.20
(-2.73%)
OPEN

42.50

HIGH

44.00

LOW

42.50

NSE 00:00 | 26 Mar 42.55 -1.00
(-2.30%)
OPEN

41.95

HIGH

45.45

LOW

41.95

OPEN 42.50
PREVIOUS CLOSE 44.00
VOLUME 2608
52-Week high 72.80
52-Week low 27.40
P/E
Mkt Cap.(Rs cr) 106
Buy Price 42.80
Buy Qty 926.00
Sell Price 42.80
Sell Qty 27.00
OPEN 42.50
CLOSE 44.00
VOLUME 2608
52-Week high 72.80
52-Week low 27.40
P/E
Mkt Cap.(Rs cr) 106
Buy Price 42.80
Buy Qty 926.00
Sell Price 42.80
Sell Qty 27.00

Flexituff Ventures International Ltd. (FLEXITUFF) - Auditors Report

Company auditors report

To the Members of Flexituff International Limited Report on the Standalone IndAS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of FlexituffInternational Limited ("the Company") which comprise the Balance Sheet as atMarch 31 2018 the Statement of Profit and Loss (including Other Comprehensive Income)the Statement of Cash Flow and the Statement of Changes in Equity for the year then endedand a summary of significant accounting policies and other explanatory information.

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 (financial position) profit or loss (financial performance including othercomprehensive income) cash flows and changes in equity of the Company in accordance withthe Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act readwith Rule 7 of the Companies (Accounts) Rules 2014 and the Companies (Indian AccountingStandards) Rules 2015 as amended and the accounting principles generally accepted inIndia.

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 standalone IndAS financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

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 the standalone Ind AS financial statements in accordance withthe Standards on Auditing specified under Section 143(10) of the Act. Those Standardsrequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the standalone Ind AS financial statements are freefrom material misstatement. An audit involves performing procedures to obtain auditevidence about the amounts and the disclosures in the standalone Ind AS financialstatements. The procedures selected depend on the auditor's judgment including theassessment of the risks of material misstatement of the standalone Ind AS financialstatements whether due to fraud or error. In making those risk assessments the auditorconsiders internal financial control relevant to the Company's preparation of thestandalone Ind AS financial statements that give a true and fair view in order to designaudit procedures that are appropriate in the circumstances. An audit also includesevaluating the appropriateness of the accounting policies used and the reasonableness ofthe accounting estimates made by the Company's Directors as well as evaluating theoverall presentation of the standalone Ind AS financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion 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 including the Ind AS of thestate of affairs (financial position) of the Company as at March 31 2018 and its loss(financial performance including other comprehensive income) its cash flows and thechanges in equity for the year ended on that date.

Other Matter

The comparative financial information of the Company for the year ended March 31 2017and the transition date opening balance sheet as at April 1 2016 included in thesestandalone Ind AS financial statements are based on the previously issued statutoryfinancial statements prepared in accordance with the Companies (Accounting Standards)Rules 2006 for the year ended March 31 2016 and March 31 2017 on which we issued anunmodified audit opinion vide our reports dated May 20 2016 and May 30 2017 respectivelyon those standalone financial statements as adjusted for the differences in theaccounting principles adopted by the Company on transition to the Ind AS which have alsobeen audited by us.

Our opinion is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143 (3) of the Act we report that: (a) We have soughtand obtained 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 properbooks of account as required by law have been kept by the Company so far as it appearsfrom our examination of those books.

(c) The Balance Sheet the Statement of Profit and Loss the Statement of Cash Flowand the Statement of Changes in Equity dealt with by this Report are in agreement with thebooks of account.

(d) In our opinion the aforesaid standalone Ind AS financial statements complywith the Accounting Standards specified under Section 133 of the Act read with Rule 7 ofthe Companies (Accounts) Rules 2014 and the Companies (Indian Accounting Standards)Rules 2015 as amended.

(e) On the basis of the written representations received from the directors as onMarch 31 2018 taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2018 from being appointed as a director in terms of Section164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls overfinancial reporting of the Company and the operating effectiveness of such controls referto our separate report in ‘Annexure A' (g) With respect to the other mattersto be included in the Auditor's Report in accordance with Rule 11 of the Companies (Auditand Auditors) Rules 2014 in our opinion and to the best of our information and accordingto the explanations given to us: i. The Company has disclosed the impact of pendinglitigations on its financial position in its standalone Ind AS financial statements –Refer Note 40 to the standalone Ind AS financial statements. ii. The Company did not haveany long-term contracts including derivative contracts for which there were any materialforeseeable losses. iii. There were no amounts which were required to be transferred tothe Investor Education and Protection Fund by the Company.

2. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government in terms of sub-section 11 of section 143 of the Act wegive in the ‘Annexure B' a statement on the matters specified in paragraphs 3 and 4of the Order.

For MSKA & Associates (Formerly For Kailash Chand Jain
known as MZSK & Associates) & Co
Chartered Accountants Chartered Accountants
Firm Registration No.105047W Firm Registration No.
112318W
Amrish Anup Vaidya Rajeev Kumar Dubey
Partner Partner
Membership number: 101739 Membership number:
407139
Date: May 30 2018 Date: May 30 2018
Place: Pithampur Place: Pithampur

ANNEXURE A TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTSOF FLEXITUFF INTERNATIONAL LIMITED

[Referred to in paragraph 1(f) under ‘Report on Other Legal and RegulatoryRequirements' in the Independent Auditors' Report]

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

We have audited the internal financial controls over financial reporting of FlexituffInternational Limited ("the Company") as of March 31 2018 in conjunction withour audit of the standalone Ind AS financial statements of the Company for the year endedon 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 (ICAI) (the "GuidanceNote". These responsibilities include the design implementation and maintenance ofadequate 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 over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note and the Standards on Auditing issued by ICAI and deemed to beprescribed under section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls. Those Standards and the Guidance Note require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all materialrespects. Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgement including the assessment of therisks of material 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 authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized 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 the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2018 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note.

For MSKA & Associates For Kailash Chand Jain & Co.
(Formerly known as MSKA & Chartered Accountants
Associates) Firm Registration No. 112318W
Chartered Accountants
Firm Registration No.105047W
Amrish Anup Vaidya Rajeev Kumar Dubey
Partner Partner
Membership No.: 101739 Membership No.: 407139
Place: Pithampur Place: Pithampur
Date: May 30 2018 Date: May 30 2018

ANNEXURE B TO INDEPENDENT AUDITORS' REPORT

(Referred to in paragraph 2 under ‘Report on Other Legal and RegulatoryRequirements' in the Independent Auditors' Report of even date to the members of FlexituffInternational Limited on the financial statements for the year ended March 31 2018) i.(a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) All the fixed assets have not been physically verified by the management during theyear but there is a regular program of verification which in our opinion is reasonablehaving regard to the size of the Company and the nature of its assets. No materialdiscrepancies were noticed on such verification.

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable properties areheld in the name of the Company. ii. The inventory (excluding stocks with third parties)has been physically verified by the management during the year. In respect of inventorylying with third parties these have substantially been confirmed by them. In our opinionthe frequency of verification is reasonable. No material discrepancies were noticed onverification between the physical stocks and the book records. iii. The Company hasgranted loans secured or unsecured to a company and Limited Liability Partnershipscovered in the register maintained under section 189 of the Act.

(a) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the rate of interest and other terms andconditions on which the loans have been granted to a company and Limited LiabilityPartnerships covered in the register maintained under section 189 of the Companies Act2013 are not prima facie prejudicial to the interest of the Company.

(b) In the case of the loans granted to a company and Limited Liability Partnershipscovered in the register maintained under section 189 of the Companies Act 2013 scheduleof repayment of principal and payment of interest have been stipulated and the borrowershave been regular in the payment of the principal and interest.

(c) There are no amounts overdue for more than ninety days in respect of the loansgranted to a company and Limited Liability Partnerships covered in the register maintainedunder section 189 of the Companies Act. iv. In our opinion and according to theinformation and explanations given to us the Company has complied with the provisions ofsection 185 and 186 of the Act in respect of loans investments guarantees and securitymade. v. In our opinion and according to the information and explanations given to us theCompany has not accepted any deposits from the public within the meaning of Sections 7374 75 and 76 of the Act and the rules framed there under.

vi. The provisions of sub-section (1) of section 148 of the Act are not applicable tothe Company as the Central Government of India has not specified the maintenance of costrecords for any of the products of the Company. Accordingly the provisions stated inparagraph 3 (vi) of the Order are not applicable to the Company. vii. (a) According to theinformation and explanations given to us and the records of the Company examined by us inour opinion the Company is generally regular in depositing with appropriate authoritiesundisputed statutory dues including provident fund employees' state insuranceincome-tax sales-tax service tax goods and service tax duty of customs duty ofexcise value added tax cess and any other statutory dues applicable to it.

According to the information and explanation given to us no undisputed amounts arepayable in respect of provident fund employees' state insurance income-tax sales-taxservice tax goods and service tax duty of customs duty of excise value added tax cessand any other statutory dues which were applicable to it were in arrears as at March 312018 for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us there are no dues ofservice tax customs duty excise duty and cess which have not been deposited on accountof any dispute. However according information and explanation given to us and the recordsof the Company examined by us the dues outstanding of income-tax sales-tax value addedtax cess and any other statutory dues on account of any dispute are as follows:

Name of the statute Nature of dues Amount in INR million Period to which the amount relates Forum where dispute is pending
Income tax penalty and interest thereon1 4.25 AY 2005-06 to 07-08 AY 2010- 11 AY 2012-13 AY 14-15 CIT (A)
Income tax Act Income tax penalty and interest thereon1 Income tax penalty and interest thereon1 8.03 39.29 AY 2003-04 AY 2004-05 AY 2005-06 Madhya Pradesh High Court ITAT & CIT(A)
Central Sales Tax Act 1956 Sales tax2 22.97 FY 2009-10 to 2014-15 Joint Commissioner (Appeal) Haldwani
Sales tax2 0.01 FY 2006-07 The Appellate Board M.P. Tax Tribunal Bhopal The Appellate
Sales tax3 5.39 FY 2006- 07 and FY 2009-10 Board M.P. Tax Tribunal
M.P. commercial Tax Act 1994 Sales tax3 1.06 FY 2015-16 Bhopal The Appellate Authority and Additional commissioner of commercial tax Indore division Deputy (Joint)
Uttarakhand VAT Act 2005 Sales tax4 2.92 FY 2010-11 to FY 2014- 15 Commissioner (Appeal) Haldwani The Appellate Authority and Additional
M.P. Entry Tax Act 1976 Entry tax5 0.28 FY 2010-11 commissioner of commercial tax Indore division The Appellate
Entry tax5 9.04 FY 2006-07 to FY 2009- 10 Board M.P. Tax Tribunal Bhopal

1Amount disclosed is net of amount paid under protest of Rs. 39.45 million 2Amount disclosed is net of amount paid under protest of Rs. 9.32 million 3Amountdisclosed is net of amount paid under protest of Rs. 3.09 million 4Amountdisclosed is net of amount paid under protest of Rs. 11.24 million 5Amountdisclosed is net of amount paid under protest of Rs. 4.57 million viii. In our opinion andaccording to the information and explanations given to us the Company has not defaultedin repayment of dues to the financial institution and bank. The Company does not have anyoutstanding debentures during the year. ix. In our opinion money raised by way of termloans during the year have been applied for the purpose for which they were raised. TheCompany has not raised any money by way initial public offer or further public offer(including debt instruments) during the year.

x. During the course of our audit 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 employees.xi. According to the information and explanations give to us and based on our examinationof the records of the Company the Company has paid managerial remuneration to two of itswhole-time directors which is within the limits prescribed under section 197 read withSchedule V of the Act. However the Company had not obtained requisite approvals of theshareholders for payment of such remuneration as stated under the provisions of section197 read with Schedule V of the Act as these whole-time directors were appointed duringthe year. The Company is in the process of obtaining necessary approvals for theremuneration paid to its whole-time directors. xii. In our opinion and according to theinformation and explanations given to us the Company is not a Nidhi company. Accordinglythe provisions stated in paragraph 3(xii) of the Order are not applicable to the company.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 suchtransactions have been disclosed in the financial statements as required by the applicableaccounting standards. xiv. According to the information and explanations give to us andbased on our examination of the records of the Company the Company has not made anypreferential allotment or private placement of shares or fully or partly convertibledebentures during the year. Accordingly the provisions of clause 3 (xiv) of the Order arenot applicable to the Company. xv. According to the information and explanations given tous and based on our examination of the records of the Company the Company has not enteredinto non-cash transactions with directors or persons connected with him. Accordinglyprovisions stated in paragraph 3(xv) of the Order are not applicable to the Company. xvi.In our opinion the Company is not required to be registered under section 45 IA of theReserve Bank of India Act 1934 and accordingly the provisions stated in paragraph clause3 (xvi) of the Order are not applicable to the Company.

For MSKA & Associates For Kailash Chand Jain & Co.
(Formerly known as MSKA & Chartered Accountants
Associates) Firm Registration No. 112318W
Chartered Accountants
Firm Registration No.105047W
Amrish Anup Vaidya Rajeev Kumar Dubey
Partner Partner
Membership No.: 101739 Membership No.: 407139
Place: Pithampur Place: Pithampur
Date: May 30 2018 Date: May 30 2018