TO THE MEMBERS OF
GUJARAT STATE FERTILIZERS & CHEMICALS LIMITED
Report on the Audit of the Standalone Financial Statements
We have audited the accompanying standalone financial statements of Gujarat State Fertilizers & Chemicals Limited (the Company) which comprise the balance sheet as at 31st March 2019 and the statement of Profit and Loss (including Other Comprehensive income) statement of changes in equity and statement of cash flows for the year then ended on that date and notes to the financial statements including a summary of significant accounting policies and other explanatory information (hereinafter referred to as standalone financial statements).
In our opinion and to the best of our information and according to the explanations given to us the aforesaid standalone financial statements give the information required by the Companies Act 2013 (the Act) Act in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015 as amended (Ind As) and other accounting principles generally accepted in India of the state of affairs of the Company as at March 31 2019 profit total comprehensive income changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act 2013. Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the independence requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI's Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Key Audit Matters
Key audit matters are those matters that in our professional judgment were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole and in forming our opinion thereon and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.
|Key Audit Matter||Auditor's Response|
|Evaluation of uncertain tax positions:||Principal Audit Procedures|
|The Company has material uncertain tax positions for liability of ? 31803.00 Lakhs including matters under dispute which involves significant judgment to determine the possible outcome of these disputes. Refer Notes 39 to the Standalone Financial Statements.||We evaluated the related accounting policy for provisioning for tax exposures and found it to be appropriate. We have obtained details of completed tax assessments and demands upto the year ended March 31 2019 from management. We evaluated auditee's response / opinion taken from various tax experts by auditee to challenge the underlying assumptions in estimating the tax provision and the possible outcome of the disputes. We also considered legal precedence and other rulings in evaluating management's position on these uncertain tax positions. Additionally we considered the effect of new information in respect of uncertain tax positions as at March 31 2019 to evaluate whether any change was required to management's position on these uncertainties. From the evidence obtained and in the context of the financial statements taken as a whole we consider the provisions in relation to uncertain tax positions as at 31 March 2019 to be appropriate.|
|Impairment of property plant and equipment:||Principal Audit Procedures|
|During the year company has discontinued its operations at Fiber unit due to non-viability of its products. Gross block of the assets of the Fiber unit and its carrying value as on 31st March 2019 works out to ? 23814.93 Lakhs & ? 6268.05 Lakhs. Further methanol plant having Gross Block and its carrying value as on 31st March of ? 26126.42 Lakhs & ? 20327.73 Lakhs is operating for less than 5% of installed capacity since April'15. We have considered this issue to be a key audit matter because the analysis performed by management requires the use of complex estimates and judgments regarding the future earnings performances \ recoverable amount of the CGUs to which the aforementioned assets belong.||We evaluated the management's various viable proposals impairment calculations assessing the net recoverable value of the CGU used in the models and the process by which they were drawn up including comparing them to the latest circle rates of the Land and testing the underlying calculations. Based on our audit procedures we found management's assessment in determining the carrying value of the property plant and equipment of Fiber unit & Methanol Plant to be reasonable. Refer Notes 6 to the Standalone Financial Statements.|
|Impairment of subsidy receivables from Government:||Principal Audit Procedures|
|Government Subsidy Receivable forms a significant part of the Company's assets amounting to ? 172948.97 Lakhs as at March 31 2019. Given the size of the subsidy balance relative to the total assets of the company and the estimates and judgements described in Note 12 to the Standalone Financial statements the fair value assessment requires significant audit attention.||Our audit procedure includes verification of subsidy rate notified by department of Fertilizers (DOF) communication letters for escalation / de-escalation in subsidy rates input price escalation / de-escalation as estimated by the management in case of urea subsidy quantity supplied at first point sale. Company has accounted subsidy income in books in line with rates approved by DOF including escalation / de- escalation as estimated by the management. Negligible variances have been noticed in the input price escalation / de-escalation as estimated by the management and subsequently as approved by the DOF. As subsidy receivable is outstanding from Department of Fertilizer (i.e. sovereign Authority) and is backed by the approved claims generated from MFMS (Mobile Fertilizer Management System) amount outstanding as on date has not been impaired.|
|Accuracy of recognition measurement presentation and disclosures of revenues and other related balances in view of adoption of Ind AS 115 Revenue from Contracts with Customers (new revenue accounting standard):||Principal Audit Procedures |
|Company manufactures and sells a number of fertilizer and chemical products to its customers mainly through its own distribution network. Sales contracts specifically w.r.t Bill and Hold transaction contains constructive obligation for transfer of control to the buyer. As per the terms of the contract with the customers company use to recognize the sale based on the invoicing and considering the transfer of control and other criteria set out in para B81 of Ind AS 115. Refer Notes 49 to the Standalone Financial Statements.||Our audit procedure focused on transactions occurring within proximity of the year end in the Fertilizer segment obtaining evidence to support the appropriate timing of revenue recognition based on terms and conditions set out in sales contracts delivery documents and dealers' confirmation.|
Information Other than the Financial Statements and Auditor's Report Thereon
The Company's Board of Directors is responsible for the other information. The other information comprises the information included in the Board's Report and Annexure to Board's Report but does not include the financial statements and our auditor's report thereon. The other information is expected to be made available to us after the date of this auditor's report thereon.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements our responsibility is to read the other information identified above when it becomes available and in doing so consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
Management's Responsibility for the Standalone Financial Statement
The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position financial performance total comprehensive income changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error.
In preparing the financial statements management is responsible for assessing the Company's ability to continue as a going concern disclosing as applicable matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement whether due to fraud or error and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if individually or in the aggregate they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with SAs we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements whether due to fraud or error design and perform audit procedures responsive to those risks and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error as fraud may involve collusion forgery intentional omissions misrepresentations or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design 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 has adequate internal financial controls system in place and the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis of accounting and based on the audit evidence obtained whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists we are required to draw attention in our auditor's report to the related disclosures in the 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's report. However future events or conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation structure and content of the financial statements including the disclosures and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that individually or in aggregate makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements.
We communicate with those charged with governance regarding among other matters the planned scope and timing of the audit and significant audit findings including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence and where applicable related safeguards.
From the matters communicated with those charged with governance we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when in extremely rare circumstances we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
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 sub-section (11) of section 143 of the Act we give in the Annexure A a statement on the matters specified in paragraphs 3 and 4 of the Order to the extent applicable.
2. As required by Section 143(3) of the Act we report that:
(a) We have sought and obtained all the information and explanations which to the best of 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 the Company so far as it appears from our examination of those books.
(c) The Balance Sheet the Statement of Profit and Loss including Other Comprehensive income the statement of changes in equity and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.
(d) In our opinion the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014.
(e) On the basis of the written representations received from the directors as on 31st March 2019 taken on record by the Board of Directors none of the directors is disqualified as on 31st March 2019 from being appointed as a director in terms of Section 164 (2) of the Act.
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls refer to our separate Report in Annexure B.
(g) With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of section 197(16) of the Act as amended:
In our opinion and to the best of our information and according to the explanations given to us the managerial remuneration has been paid by the company to its directors during the year is in accordance with provisions of Section 197 of the Act.
(h) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 as amended in our opinion and 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 financial position in its financial statements - Refer Note no 39 to the financial statements;
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
iii. There has been no delay in transferring amounts required to be transferred to the Investor Education and Protection Fund by the Company.
|For T R Chadha & Co LLP|
|Firm's Reg. No-: 006711N/N500028|
|Place : Gandhinagar||Partner|
|Date : 22/05/2019||Membership No-135556|
ANNEXURE TO INDEPENDENT AUDITORS' REPORT FOR THE PERIOD ENDED MARCH 2019
(Referred to in Paragraph 1 under the Heading of Report on Other Legal and Regulatory Requirements section of our Report of even date)
(i) Fixed Assets
a) The Company has maintained proper records showing full particulars including quantitative details and situtation of fixed assets.
b) The fixed assets have been physically verified by the management during the year which in our opinion is reasonable having regard to the size & nature of the company. No material discrepancies were noted on such verification.
c) According to the information and explanations given to us and the records examined by us and based on the examination of registed sales deed/trasnfer deed/latter of award provided to us we report that the title deeds comprising all the immovable properties of land and buildings which are freehold are held in the name of the Company as at the balance sheet date.
In respect of immovable properties of land and buildings that have been taken on lease and disclosed as Property Plant and Equipment (fixed asset) in the financial statements the lease agreements are in the name of the company where the company is the lessee in the agreement except as stated in table below:
|? in Lakhs|
|Particulars of the land||(Carrying amount as at the balance sheet date)||Remarks |
|Leasehold land at Nandesari admeasuring to 82383 square meters ||29.39 ||The title deeds are in the name of Polymer Corporation of Gujarat Limited erstwhile company that was merged with the company under section 391 to 394 of the Companies Act.1956 in terms of the approval of the Honorable High Court(s) of judicature.|
As explained to us the inventories except goods-in-transit were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on physical verification.
(iii) Loans given
According to Information and explanations given to us the Company has not granted any Secured or unsecured loan to companies firms Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Companies Act 2013. Hence reporting under clause 3 (iii) (a) (b) and (c) does not arise.
(iv) Compliance of Sec. 185 & 186
In our openion and according to the information and explanations given to us the compnay has complied with the provisions of sections 185 & 186 of the companies Act 2013 in respect of grant of loans making investments and providing guarantees and securities as applicable.
(v) Public Deposit
According to Information and explanations given to us the company has not accepted any deposits from the public during the year and in respect of uncliam deposits the company has complied with the proviosn of section 73 to 76 or any other relevent provisons of the copmanies Act 2013.
(vi) Cost Records
We have broadly reviewed the cost records maintained by the company pursuant to the Companies (Cost Records and Audit) Rules 2014 prescribed by the Central Government under section 148(1)(d) of the Companies Act 2013 and are of the opinion that prima facie the prescribed accounts and cost records have been made and maintained. We have however not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.
(vii) Statutory Dues
According to the information and explanations given to us in respect of statutory dues:
a) The Company has generally been regular in depositing its undisputed statutory dues including Provident Fund Income-tax Goods and Service Tax Customs duty cess and other material statutory dues applicable to it to the appropriate authorities.
b) No undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31 2019 for a period of more than six months from the date they became payable.
c) Detail of dues of Income-tax Sales Tax Service Tax Customs Duty Excise Duty and Value Added Tax which have not been deposited as on 31 March 2019 on account of disputes are given below:
|Name of Statute||Nature of Dues||Forum where dispute is pending||Period/between various periods to which the amount relates||Amount involved (excluding interest and penalty ? in Lakhs)||Amount unpaid (excluding interest and penalty ? in Lakhs)|
|Income Tax Act 1961||Income Tax||Assessing Officer Commissioner (Appeals)||FY 2016-17||1.68||1.68|
|Central Excise Act 1994||Excise Duty ||High Court- Ahmedabad-HO ||FY 1986 to 1989 ||3486.77||1768.47|
|CESTAT-HO||FY 2007 to 2009||8340.61||8243.56|
|FY 2011 to 2015|
|Superintendent/Assistance/Deputy/J oint commissioner of Central||FY1991-1992|
|Finance Act||Service Tax||Supreme court-FU||Jul-2010 to Mar- 2013||11.51||10.36|
|CESTAT-FU||Sept-2005 to Jun- 2012||134.95||67.95|
|Commissioner (Appeals)-HO||FY 2015-2017||2.50||2.50|
|Commissioner (Appeals)-FU||Apr 2013 to Sept 2016||47.01||43.84|
|Asst./Deputy/Joint Commissioner-||FY 2012-2013|
|Asst./Deputy/Joint Commissioner-||Apr-1998 to Aug-1999|
|FU||Apr-2005 to Sept-2016|
|Gujarat Value added tax Act 2003||Gujarat Value||Joint/ Dy. Commissioner of||FY 2006-07 to 2012-13|
|Added Tax||Commercial Tax||2886.83||2626.83|
|Central Sales||Central Sales||Additional Commissioner of Sales||FY 1998-99|
|Tax Act 1956||Tax||Tax Delhi|
|Central Sales||Assistance Commissioner of Sales||FY 1995-96 & 1997-98|
|Tax||Tax West Bengal|
|Central Sales Tax||Joint/ Dy. Commissioner of Commercial Tax||FY 2006-07 to 2015-16 ||2772.00||2551.71|
(viii) In our opinion and according to the information and explanations given to us the company has not defaulted in the repayment of loans or borrowings to financial institutions & banks. The Company has not taken any loans or borrowings from Government and has not issued any debentures.
ANNEXURE B TO THE INDEPENDENT AUDITOR'S REPORT
(ix) In our opinion and according to the information and explanations given to us the money raised by way of debt instruments & term loans during the year have been applied by the Company for the purposes for which it was raised. During the year the Company has not raised moneys by way of public offer.
(x) In our opinion and according to the information and explanations given to us no material fraud d by the Company or on the company by its officers or employees has been noticed or reported during the year.
(xi) According to information & explanations given to us the managerial remuneration has been paid by the company to its directors during the year is in accordance with provisions of Section 97 of the Act.
(xii) The company is not a Nidhi Company and hence reporting under clause (xii) of the paragraph 3 of the order is not applicable.
(xiii) In our opinion and according to the information and explanations given to us all the transactions with the related parties are in compliance with section 177 and 188 of the Companies Act 2013 where applicable and the details of related party transactions have been disclosed in the standalone financial statements as required by the applicable Indian accounting standards.
(xiv) During the year company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures. Therefore paragraph 3 (xiv) of the order is not applicable to the company.
(xv) In our opinion and according to the information and explanations given to us during the year the company has not entered into any non-cash transactions with its directors or persons connected with him and hence paragraph 3 (xv) of the order is not applicable to the company.
(xvi) In our opinion and according to the information and explanations given to us company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.
|For T R Chadha & Co LLP|
|Firm Regn. No: 006711N / N500028|
|Place : Gandhinagar||Partner|
|Date : 22/05/2019||Membership No. 135556|
THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THE STANDALONE IND AS FINANCIAL STATEMENTS OF GUJARAT STATE FERTILIZERS & CHEMICALS LIMITED.
(Referred to in Paragraph 2(F) under the Heading of Report on Other Legal and Regulatory Requirements section 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 Gujarat State Fertilizers & Chemicals Limited (the Company) as of 31 March 2019 in conjunction with our audit of the Standalone Ind AS financial statements of the Company for the year ended on that date.
Management's Responsibility for Internal Financial Controls
The Company's management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to company's policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013.
Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the Guidance Note) issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgment including the assessment of the risks 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 to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition use or disposition of the company'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 financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected. Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion to the best of our information and according to the explanations give to us the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2019 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
|For T R Chadha & Co LLP|
|Firm Regn. No:006711N / N500028|
|Place : Gandhinagar||Partner|
|Date : 22/05/2019||Membership No. 135556|