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Gloster Ltd.

BSE: 542351 Sector: Industrials
NSE: N.A. ISIN Code: INE350Z01018
BSE 11:08 | 09 Dec 1078.45 17.05
(1.61%)
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NSE 05:30 | 01 Jan Gloster Ltd
OPEN 1050.00
PREVIOUS CLOSE 1061.40
VOLUME 308
52-Week high 1367.80
52-Week low 431.00
P/E 9.15
Mkt Cap.(Rs cr) 590
Buy Price 1055.00
Buy Qty 5.00
Sell Price 1077.70
Sell Qty 3.00
OPEN 1050.00
CLOSE 1061.40
VOLUME 308
52-Week high 1367.80
52-Week low 431.00
P/E 9.15
Mkt Cap.(Rs cr) 590
Buy Price 1055.00
Buy Qty 5.00
Sell Price 1077.70
Sell Qty 3.00

Gloster Ltd. (GLOSTERLTD) - Auditors Report

Company auditors report

To the Members of Gloster Limited

Report on the audit of the Standalone financial statements

Opinion

1. We have audited the accompanying standalone financial statements ofGloster Limited ("the Company") which comprise the balance sheet as at March31 2021 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 andnotes to the financial statements including a summary of significant accounting policiesand other explanatory information.

2. In our opinion and to the best of our information and according tothe explanations given to us the aforesaid standalone financial statements give theinformation required by the Companies Act 2013 ("the Act") in the manner sorequired and give a true and fair view in conformity with the accounting principlesgenerally accepted in India of the state of affairs of the Company as at March 31 2021and total comprehensive income (comprising of profit and other comprehensive income)changes in equity and its cash flows for the year then ended.

Basis for opinion

3. We conducted our audit in accordance with the Standards on Auditing(SAs) specified under section 143(10) of the Act. Our responsibilities under thoseStandards are further described in the Auditor's Responsibilities for the Audit of theFinancial 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 together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Act and the Rules thereunder and we havefulfilled our other ethical responsibilities in accordance with these requirements and theCode of Ethics. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our opinion.

Key audit matters

4. Key audit matters are those matters that in our professionaljudgment were of most significance in our audit of the financial statements of thecurrent period. These matters were addressed in the context of our audit of the financialstatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters.

Key audit matter How our audit addressed the key audit matter
Assessment of the valuation of certain investments Our procedures included the following:
Refer to Note 2.6 - "Investments in subsidiaries" Note 2.7 - "Financial Assets" Note 2A - "Critical estimates and judgements" and Note 32 - "Fair value measurements". • We understood assessed and tested the design and operating effectiveness of key controls over fair valuation of investments.
The Company has investments amounting to Rs.17976.24 lakhs in various securities. Out of these investments other than those in subsidiary companies which are carried at cost all others are measured at fair value. The fair value of the investments are determined by the Company as per Ind AS 113 Fair Value. • We evaluated the competency and capabilities of valuation experts of the management and the fund houses.
Of these equity investments in certain unlisted companies and investments in certain funds have been categorized as Level 2 and Level 3 in the fair value hierarchy which is inherently subjective and their valuation involves using inputs other than quoted prices in an active market in certain cases. For the purpose of valuation Management has engaged independent valuation experts and for the funds obtained valuation reports from the respective fund houses. • We tested the reasonableness of management's fair value estimates on test basis by obtaining corroborative pricing from independent sources where available.
Valuation of investments is determined to be a key audit matter because of its inherently subjective nature and involvement of significant judgements by Management in assessing the carrying value thereof. • We obtained direct confirmations from the respective fund houses for the valuation of investments and on a test basis obtained the underlying valuation reports to corroborate the details in the confirmation.
• We used auditors' experts to assess the methodology and the appropriateness of the valuation models and inputs used by management's valuation experts.
• We validated the source data on sample basis and tested the arithmetical accuracy of the calculations of valuation of investments.
• We assessed the adequacy of the Company's disclosures.
Based on the above work performed we did not identify any significant exceptions in management's assessment in respect of valuation of investments.

Emphasis of matter

5. We draw your attention to Note 40 to the standalone financialstatements which explains the uncertainties and the management's assessment of thefinancial impact due to the lock-downs and other restrictions and conditions related tothe COVID-19 pandemic situation for which a definitive assessment of the impact of theevents in the subsequent period on the balance sheet as of the year end is highlydependent upon circumstances as they evolve. Our opinion is not modified in respect ofthis matter.

Other Information

6. The Company's Board of Directors is responsible for the otherinformation. The other information comprises the information included in the Director'sreport but does not include the financial statements and our auditor's report thereon.

Our opinion on the financial statements does not cover the otherinformation and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements ourresponsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the financial statements or ourknowledge obtained in the audit or otherwise appears to be materially misstated. If basedon the work we have performed we conclude that there is a material misstatement of thisother information we are required to report that fact.

We have nothing to report in this regard.

Responsibilities of management and those charged with governance forthe financial statements

7. The Company's Board of Directors is responsible for the mattersstated in section 134(5) of the Act with respect to the preparation of these standalonefinancial statements that give a true and fair view of the financial position financialperformance changes in equity and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standardsspecified under section 133 of the Act read with the National Company Law Tribunal (NCLT)Kolkata order as stated in Note 2.4 to the standalone financial statements. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding of the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation 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 financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.

8. In preparing the 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 unlessmanagement 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 foroverseeing the Company's financial reporting process.

Auditor's responsibilities for the audit of the financial statements

9. Our objectives are to obtain reasonable assurance about whether thefinancial 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 financial statements.

10. As part of an audit in accordance with SAs we exerciseprofessional judgment and maintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of thefinancial 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 theaudit in order to design audit procedures that are appropriate in the circumstances. UnderSection 143(3) (i) of the Act we are also responsible for expressing our opinion onwhether the company has adequate internal financial controls with reference to financialstatements in place and the operating effectiveness of such controls.

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

• Conclude on the appropriateness of management's use of the goingconcern basis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany's ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor's report to therelated disclosures in the financial statements or if such disclosures are inadequate tomodify our opinion. Our conclusions are based on the audit evidence obtained up to thedate of our auditor's report. However future events or conditions may cause the Companyto cease to continue as a going concern.

• Evaluate the overall presentation structure and content of thefinancial statements including the disclosures and whether the financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.

11. We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

12. We also provide those charged with governance with a statement thatwe have complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

13. From the matters communicated with those charged with governancewe determine those matters that were of most significance in the audit of the financialstatements of the current period and are therefore the key audit matte We describe thesematters in our auditor's report unless law or regulation precludes public disclosure aboutthe matter or when in extremely rare circumstances we determine that a matter should notbe communicated in our report because the adverse consequences of doing so wouldreasonably be expected to outweigh the public interest benefits of such communication.

Report on other legal and regulatory requirements

14. 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 B a statement on the mattersspecified in paragraphs 3 and 4 of the Order to the extent applicable.

15. As required by Section 143(3) of the Act we report that:

(a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit.

(b) In our opinion proper books of account as required by law havebeen 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 (includingother comprehensive income) the Statement of Changes in Equity and Cash Flow Statementdealt with by this Report are in agreement with the books of account.

(d) In our opinion the aforesaid standalone financial statementscomply with the Accounting Standards specified under Section 133 of the Act read with theNational Company Law Tribunal (NCLT) Kolkata order as stated in Note 2.4 to thestandalone financial statements.

(e) On the basis of the written representations received from thedirectors taken on record by the Board of Directors none of the directors is disqualifiedas on March 312021 from being appointed as a director in terms of Section 164 (2) of theAct.

(f) With respect to the adequacy of the internal financial controlswith reference to financial statements of the Company and the operating effectiveness ofsuch controls refer to our separate Report in "Annexure A"

(g) With respect to the other matters to be included in the Auditor'sReport in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 inour opinion and to the best of our information and according to the explanations given tous:

i. The Company has disclosed the impact of pending litigations on itsfinancial position in its financial statements - Refer Note 38 to the standalone financialstatements;

ii. The Company has long-term contracts including derivative contractsas at March 31 2021 for which there were no material foreseeable losses.

iii. There has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the Company

iv. The reporting on disclosures relating to Specified Bank

Notes is not applicable to the Company for the year ended March312021.

16. The Company has paid/ provided for managerial remuneration inaccordance with the requisite approvals mandated by the provisions of Section 197 readwith Schedule V to the Act.

Annexure A to Independent Auditors' Report

Referred to in paragraph 15(f) of the Independent Auditors' Report ofeven date to the members of Gloster Limited on the standalone financial statements for theyear ended March 31 2021

Report on the Internal Financial Controls with reference to financialstatements under Clause (i) of Sub-section 3 of Section 143 of the Act

1. We have audited the internal financial controls with reference tofinancial statements of Gloster Limited ("the Company") as of March 31 2021 inconjunction with our audit of the standalone financial statements of the Company for theyear ended on that date.

Management's Responsibility for Internal Financial Controls

2. The Company's management is responsible for establishing andmaintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting issued by the Institute of Chartered Accountants of India (ICAI).These responsibilities include the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct of its business including adherence to company's policies thesafeguarding 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

3. Our responsibility is to express an opinion on the Company'sinternal financial controls with reference to financial statements based on our audit. Weconducted our audit in accordance with the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting (the "Guidance Note") and the Standards onAuditing deemed to be prescribed under section 143(10) of the Act to the extent applicableto an audit of internal financial controls both applicable to an audit of internalfinancial controls and both issued by the ICAI. Those Standards and the Guidance Noterequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls with reference tofinancial statements was established and maintained and if such controls operatedeffectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidenceabout the adequacy of the internal financial controls system with reference to financialstatements and their operating effectiveness. Our audit of internal financial controlswith reference to financial statements included obtaining an understanding of internalfinancial controls with reference to financial statements assessing the risk that amaterial 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 judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our audit opinion on the Company's internalfinancial controls system with reference to financial statements.

Meaning of Internal Financial Controls with reference to financialstatements

6. A company's internal financial controls with reference to financialstatements is a process designed to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles. A company's internalfinancial controls with reference to financial statements includes those policies andprocedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of thecompany; (2) provide reasonable assurance that transactions are recorded as necessary topermit preparation of financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the company are being madeonly in accordance with authorisations of management and directors of the company; and (3)provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the company's assets that could have a material effecton the financial statements.

Inherent Limitations of Internal Financial Controls with reference tofinancial statements

7. Because of the inherent limitations of internal financial controlswith reference to financial statements including the possibility of collusion or impropermanagement override of controls material misstatements due to error or fraud may occurand not be detected. Also projections of any evaluation of the internal financialcontrols with reference to financial statements to future periods are subject to the riskthat the internal financial controls with reference to financial statements may becomeinadequate because of changes in conditions or that the degree of compliance with thepolicies or procedures may deteriorate.

Opinion

8. In our opinion the Company has in all material respects anadequate internal financial controls system with reference to financial statements andsuch internal financial controls with reference to financial statements were operatingeffectively as at March 312021 based on the internal control over financial reportingcriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of India. Also refer paragraph5 of the main audit report.

Annexure B to Independent Auditors' Report

Referred to in paragraph 14 of the Independent Auditors' Report of evendate to the members of Gloster Limited on the standalone financial statements as of andfor the year ended March 31 2021

i. (a) The Company is maintaining proper records showing fullparticulars including quantitative details and situation of fixed assets.

(b) 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 andthe nature of its assets. Pursuant to the programme a portion of the fixed assets hasbeen physically verified by the Management during the year and no material discrepancieshave been noticed on such verification.

(c) The title deeds of immovable properties as disclosed in Note 3 onfixed assets to the standalone financial statements are held in the name of the Company.

ii. The physical verification of inventory have been conducted atreasonable intervals by the Management during the year. The discrepancies noticed onphysical verification of inventory as compared to book records were not material.

iii. The Company has granted unsecured loans to companies covered inthe register maintained under Section 189 of the Act.

(a) In respect of the aforesaid loans the terms and conditions underwhich such loans were granted are not prejudicial to the Company's interest.

(b) In respect of the aforesaid loans the schedule of repayment ofprincipal and payment of interest has been stipulated and the parties are repaying theprincipal amounts as stipulated and are also regular in payment of interest asapplicable.

(c) In respect of the aforesaid loans there is no amount which isoverdue for more than ninety days.

iv. In our opinion and according to the information and explanationsgiven to us the Company has complied with the provisions of Section 185 and 186 of theCompanies Act 2013 in respect of the loans and investments made and guarantees andsecurity provided by it.

vi. Pursuant to the rules made by the Central Government of India theCompany is required to maintain cost records as specified under Section 148(1) of the Actin respect of its products. We have broadly reviewed the same and are of the opinionthat prima facie the prescribed accounts and records have been made and maintained. Wehave not however made a detailed examination of the records with a view to determinewhether they are accurate or complete.

vii. (a) According to the information and explanations given to us andthe records of the Company examined by us in our opinion the Company is generallyregular in depositing undisputed statutory dues in respect of income tax and professionaltax though there has been a slight delay in a few cases and is regular in depositingundisputed statutory dues including provident fund employees' state insurance salestax service tax duty of customs duty of excise value added tax cess goods andservice tax and other material statutory dues as applicable with the appropriateauthorities. Further for the month of April 2020 and May 2020 the company has paid Goodsand Service Tax and filed GSTR-3B (after the due date but) within the timelines allowed byCentral Board of Indirect Taxes and Customs under the Circular no: 136/06/2020-GST datedApril 3 2020 on fulfilment of conditions specified therein. Also refer note 38 to thestandalone financial statements regarding management's assessment on certain mattersrelating to provident fund.

(b) According to the information and explanations given to us and therecords of the Company examined by us there are no dues of goods and service taxservice-tax duty of customs duty of excise as at March 31 2021 which have not beendeposited on account of any dispute. The particulars of dues of income tax sales tax andvalue added tax as at March 31 2021 which have not been deposited on account of adispute are as follows:

Name of the statute Nature of dues Amount (Rs. In lakhs) Period to which the amount relates Forum where the dispute is pending
Central Sales Tax Act 1956 Sales tax 312.08 2014-15 to 2016-17 Appellate Authority
34.62 2012-13 2017-18 Appellate & Revisional Board
West Bengal Value Added Tax Act 2003 Value Added Tax 45.71 2008-09 West Bengal Taxation Tribunal
Income Tax Act 1961 Income Tax 775.52 AY 2018-19 & AY 2019-20 Commissioner of Income-Tax (Appeals)

viii. According to the records of the Company examined by us and theinformation and explanation given to us the Company has not defaulted in repayment ofloans or borrowings to any financial institution or bank or Government or dues todebenture holders as applicable as at the balance sheet date.

ix. In our opinion and according to the information and explanationsgiven to us the moneys raised by way of term loans have been applied for the purposes forwhich they were obtained. The Company has not raised any moneys by way of initial publicoffer or further public offer (including debt instruments).

x. During the course of our examination of the books and records of theCompany carried out in accordance with the generally accepted auditing practices inIndia and according to the information and explanations given to us we have neither comeacross any instance of material fraud by the Company or on the Company by its officers oremployees noticed or reported during the year nor have we been informed of any such caseby the Management.

xi. The Company has paid/ provided for managerial remuneration inaccordance with the requisite approvals mandated by the provisions of Section 197 readwith Schedule V to the Act. Also refer paragraph 16 of our main audit report.

xii. As the Company is not a Nidhi Company and the Nidhi Rules 2014are not applicable to it the provisions of Clause 3(xii) of the Order are not applicableto the Company.

xiii. The Company has entered into transactions with related parties incompliance with the provisions of Sections 177 and 188 of the Act. The details of suchrelated party transactions have been disclosed in the financial statements as requiredunder Indian Accounting Standard (Ind AS) 24 Related Party Disclosures specified underSection 133 of the Act.

xiv. The Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the year underreview. Accordingly the provisions of Clause 3(xiv) of the Order are not applicable tothe Company.

xv. The Company has not entered into any non cash transactions with itsdirectors or persons connected with him. Accordingly the provisions of Clause 3(xv) ofthe Order are not applicable to the Company.

xvi. The Company is not required to be registered under Section 45-IAof the Reserve Bank of India Act 1934. Accordingly the provisions of Clause 3(xvi) ofthe Order are not applicable to the Company.

For Price Waterhouse & Co Chartered Accountants LLP
Firm Registration Number: 304026E/E-300009
Chartered Accountants
Sunit Kumar Basu
Partner
Place: Kolkata Membership Number: 55000
Date: June 12 2021 UDIN:21055000AAAAFW2775

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