To the Members of THE GAEKWAR MILLS LIMITED.
Report on the Standalone Financial Statements
We have audited the accompanying financial statements of THE GAEKWAR MILLS LIMITED(the company') which comprises of Balance Sheet as at 31st March 2019 theStatement of Profit and Loss (Including Other Comprehensive Income) the Cash FlowStatement and the Statement of Changes in Equity for the year ended on that date and asummary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Companies Act 2013 ("the Act") in the manner so required and give a trueand fair view in conformity with the Indian Accounting Standards prescribed under section133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015 asamended ("Ind-AS) and other accounting principles generally accepted in India ofthe state of affairs of the Company as at 31st March 2019 and its loss (including othercomprehensive income) its cash flows and the changes in the equity for the year ended onthat date.
Basis of Opinion
We conducted our audit of the standalone financial statements in accordance with theStandards on Auditing specified under Section 143(10) of the Act. Our responsibilitiesunder those Standards are further described in the Auditor's Responsibilities for theAudit of the Standalone Financial Statements section of our report. We are independent ofthe Company in accordance with the Code of Ethics issued by the Institute of CharteredAccountants of India together with the independent requirement that are relevant to ouraudit of the standalone financial statements under the provisions of the Act and the rulesmade there under and we have fulfilled our other ethical responsibilities in accordancewith these requirements and the ICAI's Code of Ethics. We believe that the audit evidencewe have obtained is sufficient and appropriate to provide a basis for our opinion onstandalone financial statements.
Key Audit Matters
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.
Information other than standalone financial statements and Auditors report thereon
The Company's Board of Directors is responsible for the preparation of otherinformation. The other information comprises of the information included in the managementdiscussion and analysis Boards report including Annexure to Boards Report CorporateGovernance and Shareholders information but does not include the standalone financialstatements and our auditors report thereon. Our opinion on standalone financial statementsdoes not cover the other information and we do not express any form of assurance orconclusion thereon.
In connection with our audit of the standalone financial statement our responsibilityis to read the other information and in doing so consider whether the other informationis materially inconsistent with the standalone financial statement or other informationobtained during the course of our audit or otherwise appear to be materially misstated.If based on the work we have performed we conclude that there is a material misstatementof this other information; we are required to report that fact. We have nothing to reportin this regard.
Responsibilities of Management and those charged with governance for the StandaloneFinancial 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 financial statements that give a true and fair view of the financialposition financial performance (Including Other Comprehensive Income)cash flows andchanges in equity of the Company in accordance with the accounting principles generallyaccepted in India including the Accounting Standards specified under Section 133 of theAct. This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness 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. In preparing the standalone financial statements management isresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so. The Board of Directors areresponsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalonefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these standalone financial statements. As part of an audit inaccordance with SAs we exercise professional judgment and maintain professionalskepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the standalone 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 to designaudit procedures that are appropriate in the circumstances. Under section 143(3)(i) of theCompanies Act 2013 we are also responsible for expressing our opinion on whether thecompany has adequate internal financial controls system in place and the operatingeffectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis ofaccounting 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 standalone financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor's report. However future events or conditions may cause the Company to cease tocontinue as a going concern.
Evaluate the overall presentation structure and content of the standalone financialstatements including the disclosures and whether the standalone financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.
We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.
From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the standalone financial statementsof the current period and are therefore the key audit matters. We describe these mattersin our auditor's report unless law or regulation precludes public disclosure about thematter or 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
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 (including other comprehensiveincome) the Cash Flow Statement and the Statement of Changes in Equity dealt with by thisReport are in agreement with the books of account.
d) In our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under section 133 of the Act as applicable.
e) On the basis of the written representations received from the directors as on March31 2019 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2019 from being appointed as a director in terms of Section 164 (2) of theAct.
f) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls we 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.
g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financialposition in its financial statements as referred to in Note No. 18 and 19 to the financialstatements.
ii. The Company did not have any long term contracts including derivatives contractsfor which there were any material foreseeable losses on account of such contracts.
iii. There was no amount which was required to be transferred to the Investor Educationand Protection Fund by the Company.
2. 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 theAct we give in the "Annexure B" a statement on the matters specified inparagraphs 3 and 4 of the Order to the extent applicable.
For MAYUR MAHESH SHAH & CO
Reg. No. 117604W
MAYUR M. SHAH
Membership No. : 103146
Date: - 14th May 2019.
Annexure A to the Independent Auditor's report of even date on the Standalone FinancialStatements of The Gaekwar Mills Limited.
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")
We have audited the internal financial controls over financial reporting of The GaekwarMills Limited ("the Company") as of 31st March 2019 in conjunction with ouraudit of the 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 internalfinancial controls based on the essential components of internal control stated in theGuidance Note on Audit of Internal Financial Controls over Financial Reporting issued byThe Institute of Chartered Accountants of India. These responsibilities include thedesign implementation and maintenance of adequate internal financial controls that wereoperating 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.
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") and the Standards on Auditing to the extent applicable toan audit of internal financial controls both issued by the Institute of CharteredAccountants of India. Those Standards and the Guidance Note require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether adequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects. Our auditinvolves performing procedures to obtain audit evidence about the adequacy of the internalfinancial controls system over financial reporting and their operating effectiveness.
Our audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the riskthat a material weakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The procedures selecteddepend on the auditor's judgment including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error. We believe thatthe audit evidence we have obtained is sufficient and appropriate to provide a basis forour audit opinion on the Company's internal financial controls system over financialreporting.
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.
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 2019 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.
For MAYUR MAHESH SHAH & CO
Reg. No. 117604W
MAYUR M. SHAH
Membership No. : 103146
Date: - 14th May 2019.
Annexure B to the Independent Auditors' Report
The Annexure referred to in our Independent Auditors' Report to the Members of theCompany on the financial statements for the year ended 31 March 2019 and on such checks aswe considered appropriate and according to the information and explanations given to uswe state that:
i. The Company has only Fixed Asset in form of Land. The Company has maintained properrecords to show full particulars including quantitative details and situation of the land.The Company has not disposed off any Fixed Asset during the year. Title deeds of the landare in the name of the Company.
ii. The company did not carry any inventories during the year. In view of the aboveclauses 3 (ii) (a) and (b) of the Order are not applicable.
iii. The Company has granted loans of Rs. 20850000 (previous year Rs.19400000) toPlatinum Square Private Limited a company covered in the register maintained undersection 189 of the Companies Act 2013. The terms of grant of such loans are notprejudicial to the Company's interests. The schedule of repayment has been stipulated andthere are no overdue.
iv. In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Section 185 of the Companies Act 2013. TheCompany has been advised that the provisions of section 186 of the Companies Act 2013 arenot applicable to it as it is engaged in the business of providing infrastructuralfacilities.
v. In our opinion and according to the information and explanations given to us thecompany has not accepted any deposit from the public.
vi. The Central Government has not prescribed the maintenance of cost records undersection 148(1) of the Act. Accordingly the provisions of clause 3 (vi) of the Order is notapplicable to the Company.
vii. (a) According to the information and explanation given to us and according to therecords of the Company as examined by us undisputed statutory dues including income taxcustom duty excise duty service tax cess and other statutory dues have been regularlydeposited during the year with the appropriate authorities. No undisputed amounts payablewere outstanding as at 31st March 2019 for a period of more than six months from the dateon which they become payable.
(b) According to the information and explanation given to us and based on the recordsof the Company examined by us there are no dues of income tax VAT and other statutorydues outstanding as on 31st March 2019 which have not been deposited on account of anydispute.
viii. According to the information and explanations given to us and based on theverification of records of the company examined by us the company has neither taken anyloan or borrowings from financial institutions banks or Government. The Company has notdefaulted in payment to debenture holders.
ix. According to the information and explanations provided to us and as per the recordsof the company examined by us company has not raised funds by way of public issue/follow-on offer (including debt instruments) and term loans during the year under review.
x. To the best of our knowledge and belief and according to the information andexplanation given to us no fraud by the company or any fraud on the Company by itsofficers/ employees has been noticed or reported during the year.
xi. No managerial remuneration has been paid / provided and therefore clause no 3(xi)of the Order is not applicable to the Company. xii. In our opinion and according toinformation and explanations given to us Company is not a Nidhi Company.
xiii. All transactions with the related parties are in compliance with Section 188 and177 of Companies Act 2013 where applicable and the details of the same have beendisclosed in the Financial Statements as required by the accounting standards andCompanies Act 2013.
xiv. During the year under review the company has not made any preferential allotment /private placement of shares or fully or partly convertible debentures.
xv. During the year under review the company has not entered into any non-cashtransactions with directors or persons connected with him.
xvi. The company is not required to be registered under section 45-IA of Reserve Bankof India Act 1934.
For MAYUR MAHESH SHAH & CO
Reg. No. 117604W
MAYUR M. SHAH
Membership No. : 103146
Date: - 14th May 2019.