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Ganesha Ecosphere Ltd.

BSE: 514167 Sector: Industrials
NSE: GANECOS ISIN Code: INE845D01014
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OPEN 513.95
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VOLUME 2710
52-Week high 687.70
52-Week low 239.00
P/E 17.42
Mkt Cap.(Rs cr) 1,088
Buy Price 501.10
Buy Qty 6.00
Sell Price 502.95
Sell Qty 174.00
OPEN 513.95
CLOSE 511.70
VOLUME 2710
52-Week high 687.70
52-Week low 239.00
P/E 17.42
Mkt Cap.(Rs cr) 1,088
Buy Price 501.10
Buy Qty 6.00
Sell Price 502.95
Sell Qty 174.00

Ganesha Ecosphere Ltd. (GANECOS) - Auditors Report

Company auditors report

to

THE MEMBERS OF GANESHA ECOSPHERE LIMITED

Report on the Audit of the Standalone Financial Statements Opinion

We have audited the accompanying standalone financial statements of Ganesha EcosphereLimited ("the Company") which comprise the balance sheet as at March 31 2021and the statement of profit and loss (including other comprehensive income) the cash flowstatement and the statement of changes in equity for the year then ended and notes to thestandalone financial statements including a summary of significant accounting policiesand 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 accounting principles generally accepted in Indiaincluding Indian Accounting Standards ('Ind AS') specified under Section 133 of the Actof the state of affairs (financial position) of the Company as at March 31 2021 and itsprofit (financial performance including other comprehensive income) its cash flows andchanges in equity for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder Section 143(10) of the Act. Our responsibilities under those Standards are furtherdescribed in the "Auditor's Responsibilities for the Audit of the StandaloneFinancial Statements" section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia ('ICAI') together with the ethical requirements that are relevant to our audit ofthe standalone financial statements under the provisions of the Act and the Rulesthereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.

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 standalone financialstatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters. We have determined the matters described below to bethe key audit matters to be communicated in our report:

Key Audit Matter How our audit addressed the key audit matter
Revenue Recognition
(as described in note 2.d of the standalone financial statements) 1. We have considered the Company's revenue recognition policy and its compliance in terms of Ind AS 115 'Revenue from Contracts with Customers'.
The Company recognises revenue when control of the goods is transferred to the customer at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods. 2. We have assessed the design and tested the operating effectiveness of internal controls related to revenue recognition.
The terms of sales arrangements including the timing of transfer of control delivery specifications including incoterms in case of exports create complexity and judgement in determining timing of revenue recognition. The risk is therefore that revenue may not be recognised in the correct period in accordance with Ind AS 115. 3. We have performed sample test of individual sales transaction and traced to sales invoices sales orders and other related documents. Further in respect of the samples tested we have checked that the revenue has been recognised when the conditions for revenue recognitions are satisfied.
Revenue is measured net of returns and allowances cash discounts trade discounts and volume rebates (collectively 'discount and rebates').. 4. We have selected sample of sales transactions made pre and post year end agreed the period of revenue recognition to underlying documents.
There is a risk that these discount and rebates are incorrectly recorded as it also requires a certain degree of estimation resulting in understatement of the associated expenses and accrual 5. We have performed analytical procedures of revenue to identify any unusual trends.
Accordingly due to the risk associated with revenue recognition it was determined to be a key audit matter in our audit of the standalone financial statements. 6. We have obtained confirmations from customers on sample basis to support existence assertion of trade receivables and assessed the relevant disclosures made in the financial statements; to ensure revenue from contracts with customers is in accordance with the requirements of relevant accounting standards.
7. We have assessed the relevant disclosures made within the standalone financial statements.
Evaluation of pending litigations
(as described in note 30.2 of the standalone financial statements)
The Company has pending litigations for demand in dispute under various statutes which involves significant judgment to determine the possible outcome of these disputes. We have obtained the details of litigations under various statutes for the year ended March 31 2021 from the management.
We have reviewed the management's underlying assumptions in estimating the provisions in respect to the disputed matters and the possible outcome of the disputes.
We have also reviewed the legal precedence where available and other documents provided for review by the management in evaluating its position in these matters.
We have also reviewed the assumptions made by the management as at March 31 2021 and evaluated whether any change was required on account of information and updates made available during the year.

information Other than the Standalone Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the preparation of the otherinformation. The other information comprises the information included in the AnnualReport but does not include the standalone financial statements and our auditor's reportthereon.

Our opinion on the standalone financial statements does not cover the other informationand we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements our responsibilityis to read the other information and in doing so consider whether the other informationis materially inconsistent with the standalone financial statements or our knowledgeobtained during the course of our audit or otherwise appears to be materially misstated.

If based on the work we have performed we conclude that there is a materialmisstatement of this other information we are required to report that fact. We havenothing to report in 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 Act with respect to the preparation of these standalone financial statementsthat give a true and fair view of the state of affairs (financial position) profit(financial performance including other comprehensive income) cash flows and changes inequity of the Company in accordance with the accounting principles generally accepted inIndia including the Ind AS specified under Section 133 of the Act. This responsibilityalso includes maintenance of adequate accounting records in accordance with the provisionsof the Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and designimplementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the standalone financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error which have been used for the purpose of preparation of thestandalone financial statements by the Directors of the Company as aforesaid.

In preparing the standalone financial statements management is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessthe management either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company's financialreporting 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 Standards on Auditing will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered material if individuallyor in the aggregate they could reasonably be expected to influence the economic decisionsof users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SA's we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalonefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

• Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act we are also responsible for expressing our opinion on whether the Companyhas adequate internal financial controls system in place and the operating effectivenessof such controls.

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe 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 standalonefinancial statements including the disclosures and whether the standalone financialstatements represent 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 the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of Section 143(11) of the Act we givein the "Annexure A" a statement on the matters specified in paragraphs 3 and 4of the Order to the extent applicable.

2. Further to our comments in Annexure A as required by Section 143(3) of the Act wereport that:

(a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the 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 accounts.

(d) In our opinion the aforesaid standalone financial statements comply with the IndAS specified under Section 133 of the Act.

(e) On the basis of the written representations received from the directors as on March31 2021 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2021 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 refer to ourseparate report in "Annexure B". 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 auditor's report in accordancewith the requirements of Section 197(16) of the Act:

In our opinion and to the best of our information and according to the explanationsgiven to us the remuneration paid/ provided by the Company to its director's during theyear is in accordance with the provisions of Section 197 of the Act read with Schedule Vto the Act.

(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 standalone financial statements - refer note 30.2;

ii. the Company has made provision as required under the applicable law or Ind AS formaterial foreseeable losses if any on long-term contracts including derivative contracts- refer note 15.2;

iii. there has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company during the year ended March 312021.

For Narendra Singhania & Co. Chartered Accountants

Firm Reg No. 009781N
Girish Singhania
Place: New Delhi Partner
Date: May 22 2021 Membership No.: 092687
UDIN - 21092687AAAAAY8816

Annexure A to the independent Auditor's Report

(Referred to in paragraph 1 under the heading of 'Report on Other Legal and RegulatoryRequirements' of our report of even date to the Members of Ganesha Ecosphere Limited("the Company") on the standalone financial statements as of and for the yearended March 31 2021)

Based on the audit procedures performed for the purpose of reporting a true and fairview on the standalone financial statements of the Company and taking into considerationthe information and explanations given to us and the books of account and other recordsexamined by us in the normal course of audit and to the best of our knowledge and beliefwe report that:

(1) (a) The Company is maintaining proper records showing full particulars includingquantitative details and situation of fixed assets on the basis of available information.

(b) As explained to us the fixed assets are physically verified by the managementaccording to a phased programme designed to cover all the items over a period of threeyears which in our opinion is reasonable having regard to the size of the Company andnature of its assets. Pursuant to the programme a portion of fixed assets has beenphysically verified by the management during the year and as informed to us no materialdiscrepancies were noticed on such physical 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.

(2) As explained to us the physical verification of inventory has been conducted atreasonable intervals by the management during the year and discrepancies noticed on suchphysical verification between physical stock and book records were not materialconsidering the operations of the Company and the same have been appropriately dealt within the books of account.

(3) The Company has granted unsecured loans to its wholly owned subsidiaries companycovered in the register maintained under Section 189 of the Companies Act 2013 ("theAct"):

a) In our opinion the rate of interest and other terms and conditions for such loanare not prima facie prejudicial to the interest of the Company.

b) The schedule of repayment of principal and payment of interest on the above loanshas been stipulated and the repayments are regular.

c) There were no overdue amounts in respect of the above loans in the current year.

(4) In our opinion and according to the information and explanations given to us theCompany has not granted any loans or provided any guarantees or security to the partiescovered under Section 185 of the Act. The Company has complied with the provisions ofSection 186 of the Act in respect to the investments made by it during the year.

(5) According to the information and explanations given to us the Company has notaccepted any deposits from the public within the meaning of Sections 73 74 75 and 76 ofthe Act and the Rules framed there under to the extent notified.

(6) Pursuant to the rules made by the Central Government of India the Company isrequired to maintain cost records as specified under Section 148 (1) of the Act in respectof its products. We have broadly reviewed the same and are of the opinion that primafacie the prescribed accounts and records have been made and maintained. We have nothowever made a detailed examination of the records with a view to determining whetherthey are accurate or complete.

(7) (i) According to the information and explanations given to us and the records ofthe Company examined by us in our opinion the Company has generally been regularlydepositing with the appropriate authorities undisputed statutory dues including providentfund employees state insurance income-tax duty of customs goods and services tax andother material statutory dues applicable to it. Further no undisputed amounts payable inrespect thereof were outstanding at the year-end for a period of more than six months fromthe date they became payable.

(ii) According to the records of the Company and as per the information andexplanations given to us there are no dues of duty of customs sales tax service tax andgoods and services tax which have not been deposited on account of any dispute Theparticulars of dues of income-tax and value added tax as at March 31 2021 which have notbeen deposited on account of a dispute are as follows:

Name of the Statute Nature of the Dues Amount of demand (Rs. in Lakh) Amount paid under protest (Rs. in Lakh) Period to which the amount relates Forum where dispute is pending
Uttarakhand Value Added Tax Act 2005 Value Added Tax 2.60 0.48 2010-11 to 2011-12 Joint Commissioner (Appeals) (First) Commercial Tax Haldwani Uttarakhand
UPVAT Act 2008 Value Added Tax 5.05 2.73 2015-16 Additional Commissioner (Appeals) Grade- II Kanpur
Income Tax Act 1961 Income Tax Demand u/s 143(3) 35.92 7.50 2015-16 Commissioner of Income Tax Appeals) Kanpur

(8) Based on our audit procedures and according to the information and explanationsgiven to us we are of the opinion that the Company has not defaulted in repayment ofloans or borrowings to financial institutions or banks or Government during the year.Further the Company has not issued any debentures during the year.

(9) In our opinion and according to the information and explanations given to us theterm loans have been applied for the purposes for which they were obtained. Further asper the records the Company did not raise any money by way of initial public offer orfurther public offer (including debt instruments) during the year.

(10) Based upon the audit procedures performed for the purpose of reporting the trueand fair view of the standalone financial statements and according to the information andexplanations given to us we report that no fraud by the Company or no fraud on theCompany by its officers and employees has been noticed or reported during the year.

(11) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has paid and provided formanagerial remuneration in accordance with the requisite approvals mandated by theprovisions of Section 197 read with Schedule V to the Act.

(12) In our opinion and according to the information and explanations given to us theCompany is not a Nidhi Company. Accordingly the provisions of Clause 3(xii) of the saidOrder are not applicable to the Company.

(13) The Company has entered into transactions with related parties in compliance withthe provisions of Sections 177 and 188 of the Act. The details of such related partytransactions have been disclosed in the standalone financial statements as required underInd AS 24 Related Party Disclosures specified under Section 133 of the Act.

(14) The Company has not made any preferential allotment or private placement of sharesor fully or partly convertible debentures during the year under audit. Accordingly theprovisions of Clause 3(xiv) of the said Order are not applicable to the Company.

(15) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not entered into non-cashtransactions with its Directors or persons connected with them covered under Section 192of the Act. Accordingly the provisions of Clause 3(xv) of the said Order are notapplicable to the Company.

(16) The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934. Accordingly the provisions of Clause 3(xvi) of the said Orderare not applicable to the Company.

For Narendra Singhania & Co. Chartered Accountants

Firm Reg No. 009781N
Girish Singhania
Place: New Delhi Partner
Date: May 22 2021 Membership No.: 092687
UDIN - 21092687AAAAAY8816

Annexure B to the independent Auditor's Report

(Referred to in paragraph 2(f) under the heading of 'Report on Other Legal andRegulatory Requirements' of our report of even date to the Members of Ganesha EcosphereLimited on the standalone financial statements as of and for the year ended March 312021)

Report on the internal Financial Controls Over Financial Reporting under Clause (i) ofsub-section 3 of Section 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of GaneshaEcosphere Limited ("the Company") as of March 31 2021 in conjunction with ouraudit of the standalone financial statements of the Company for the year ended on thatdate.

Management's Responsibility for internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal controls over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the"Guidance Note") issued by the Institute of Chartered Accountants of India("ICAI"). These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence toCompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Act.

Auditor's Responsibility

Our responsibility is to express an opinion on the internal financial controls overfinancial reporting of the Company based on our audit. We conducted our audit inaccordance with the Guidance Note and the Standards on Auditing prescribed under Section143(10) of the Act to the extent applicable to an audit of internal financial controlsboth issued by ICAI. 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 were established andmaintained and if such controls operated 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 judgment including the assessment of the risks ofmaterial misstatement of the standalone financial statements whether due to fraud orerror.

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 of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition use or disposition of the company's assets that could have amaterial 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 adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 31 2021 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 Financial Controls Over Financial Reporting issued by the Instituteof Chartered Accountants of India.

For Narendra Singhania & Co. Chartered Accountants

Firm Reg No. 009781N
Girish Singhania
Place: New Delhi Partner
Date: May 22 2021 Membership No.: 092687
UDIN - 21092687AAAAAY8816

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