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Gloster Ltd.

BSE: 542351 Sector: Industrials
NSE: N.A. ISIN Code: INE350Z01018
BSE 11:35 | 01 Dec 506.05 12.85
(2.61%)
OPEN

506.95

HIGH

518.90

LOW

480.05

NSE 05:30 | 01 Jan Gloster Ltd
OPEN 506.95
PREVIOUS CLOSE 493.20
VOLUME 1748
52-Week high 684.95
52-Week low 306.00
P/E 10.71
Mkt Cap.(Rs cr) 277
Buy Price 507.55
Buy Qty 13.00
Sell Price 512.00
Sell Qty 10.00
OPEN 506.95
CLOSE 493.20
VOLUME 1748
52-Week high 684.95
52-Week low 306.00
P/E 10.71
Mkt Cap.(Rs cr) 277
Buy Price 507.55
Buy Qty 13.00
Sell Price 512.00
Sell Qty 10.00

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 statementsof Gloster Limited ("the Company") which comprise the balance sheet as at March31 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 andnotes to the financial statements including a summary of significant accounting policiesand other explanatory.

2. In our opinion and to the best of our information and accordingto the 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 2019and 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 onAuditing (SAs) specified under section 143(10) of the Act. Our responsibilities underthose Standards are further described in the Auditor's Responsibilities for the Auditof the Financial 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 matter

4 Key audit matters are those matters that in our professionaljudgment were of most significance in our audit of the standalone financial statements ofthe current period. These matters were addressed in the context of our audit of thestandalone financial statements as a whole and in forming our opinion thereon and we donot provide a separate 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 31"Fair value measurements". The Company's has investments amounting to Rs. 18065.07 lacs 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 lnd AS 113 Fair Value. Of these equity investments in certain unlisted companies have been categorized as Level 2 and Level 3 in the fair value hierarchy which is inherently subjective since these are valued using inputs other than Quoted prices in an active market which are generally not observable. Management has engaged independent valuation expert for the purposes of valuation. • We understood assessed and tested the design and operating effectiveness of key controls surrounding fair valuation of investments.
• Evaluated the competency and capabilities of management's valuation expert.
• We tested the reasonableness of management's recorded fair value estimates on test basis by obtaining corroborative pricing from independent sources where available.
• We used auditors' experts to assess the methodology and the appropriateness of the valuation models and inputs used by management to value investments covered under level 3.
• We validated the source data on sample basis and tested the arithmetical accuracy of the calculation of valuation of investments.
• We assessed the adequacy of the Company's disclosures.
Valuation of investment carried at fair value is determined to be a key audit matter because of its inherently subjective nature and involvement of significant management judgements. 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 paragraph

5 We draw attention to Note 39 to the Standalone Ind AS financialstatements regarding the Company's recording of assets and liabilities of thetransferor company at fair value including goodwill amortisation of goodwill pursuantthe scheme of amalgamation resulting in merger of erstwhile GIoster Limited withKettlewell Bullen & Company Limited (renamed as Gloster Limited) with effect fromJanuary 1 2015 pursuant to the Order of National Company Law Tribunal dated January 192018. The aforesaid accounting treatment is in deviation from that required under Ind AS103 as indicated and quantified in aforesaid note. Our opinion is not qualified in respectof this matter.

Other Information

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

Responsibilities of management and those charged with governance forthe financial statements

7. The Company's Board of Directors is responsible for thematters stated in section 134(5) of the Act with respect to the preparation of thesestandalone financial statements that give a true and fair view of the financial positionfinancial performance changes in equity and cash flows of the Company in accordance withthe accounting principles generally accepted in India including the Accounting Standardsspecified under section 133 of the Act. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingof the assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statements that give a true and fair viewand are free from material misstatement whether due to fraud or error.

8. In preparing the financial statements management is responsiblefor assessing the Company's ability to continue as a going concern disclosing asapplicable matters related to going concern and using the going concern basis ofaccounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so. Those Board of Directors arealso responsible for overseeing the Company's financial reporting process.

Auditor's responsibilities for the audit of the financialstatements

9. Our objectives are to obtain reasonable assurance about whetherthe financial statements as a whole are free from material misstatement whether due tofraud 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 auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these financial statements.

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

Identify and assess the risks of material misstatement of the 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 inorder to design audit procedures that are appropriate in the circumstances. Under Section143(3)(i) of the Act we are also responsible for expressing our opinion on whether thecompany has adequate internal financial controls with reference to financial statements inplace 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 theCompany to 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 regardingamong other matters the planned scope and timing of the audit and significant auditfindings including any significant deficiencies in internal control that we identifyduring our audit.

12. We also provide those charged with governance with a statementthat we 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 safe guards.

13. From the matters communicated with those charged withgovernance we determine those matters that were of most significance in the audit of thefinancial statements of the current period and are therefore the key audit matters. Wedescribe these matters in our auditor's report unless law or regulation precludespublic disclosure about the matter or when in extremely rare circumstances we determinethat a matter should not be communicated in our report because the adverse consequences ofdoing so would reasonably be expected to outweigh the public interest benefits of suchcommunication.

Report on other legal and regulatory requirements

14. As required by the Companies (Auditor's Report) Order2016 ("the Order") issued by the Central Government of India in terms ofsub-section (11) of section 143 of the Act we give in the Annexure B a statement on thematters specified 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 explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion proper books of accounts as required by law have been kept by thecompany so far as it appears from our examination of those book.

c) The Balance Sheet the Statement of Profit and Loss (including other comprehensiveincome) the Statement of Changes in Equity and Cash Flow Statement 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.

e) On the basis of the written representations received from the directors as onMarch 31 2019 taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2019 from being appointed as a director in terms of Section164 (2) of the Act.

f) The emphasis of matter relating to the maintenance of accountsand other matters connected therewith are stated in the Emphasis of matter paragraphabove.

g) With respect to the adequacy of the internal financial controlsover financial reporting of the Company and the operating effectiveness of such controlsrefer to our separate Report in "Annexure A".

h) With respect to the other matters to be included in theAuditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors)Rules 2014 in our opinion and to the best of our information and according to theexplanations given to us:

i) The Company has disclosed the impact of pending litigations on its financialposition in its standalone financial statements - Refer Note 37 to the financialstatements;

ii) The Company has long-term contracts including derivative contracts as at March31 2019 for which there were no material foreseeable losses.

iii) There has been no delay in transferring amounts required to be transferredto the Investor Education and Protection Fund by the Company

iv) The reporting on disclosures relating to Specified Bank Notes is not applicableto the Company for the year ended March 31 2019.

For Price Waterhouse & Co Chartered Accountants LLP
Firm Registration Number: 304026E/E-300009
Chartered Accountants
Sunit Kumar Basu
Place: Kolkata Partner
Date: May 14 2019 Membership Number 55000

Annexure A to Independent Auditors' Report

Referred to in paragraph 15(g) of the Independent Auditors' Reportof even date to the members of Gloster Limited on the standalone financial statements forthe year ended March 31 2019 Report on the Internal Financial Controls with reference tofinancial statements under Clause (i) of Sub-section 3 of Section 143 of the Act

1. We have audited the internal financial controls with referenceto financial statements of Gloster Limited ("the Company") as of March 31 2019in conjunction with our audit of the standalone financial statements of the Company forthe year ended on that date.

Management's Responsibility for Internal Financial Controls

2. The Company's management is responsible for establishingand maintaining 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 (ICAl).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 theCompany's internal financial controls with reference to financial statements based onour audit. We conducted our audit in accordance with the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting (the "Guidance Note") andthe Standards on Auditing deemed to be prescribed under section 143(10) of the Act to theextent applicable to an audit of internal financial controls both applicable to an auditof internal financial controls and both issued by the lCAl. Those Standards and theGuidance Note require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether adequate internal financial controlswith reference to financial statements was established and maintained and if such controlsoperated effectively in all material respects.

4. Our audit involves performing procedures to obtain auditevidence about the adequacy of the internal financial controls system with reference tofinancial statements and their operating effectiveness. Our audit of internal financialcontrols with reference to financial statements included obtaining an understanding ofinternal financial controls with reference to financial statements 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 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 issufficient and appropriate to provide a basis for our audit opinion on the Company'sinternal financial 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 tofinancial statements is a process designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles. Acompany's internal financial controls with reference to financial statements includesthose policies and procedures that (1) pertain to the maintenance of records that inreasonable detail accurately and fairly reflect the transactions and dispositions of theassets of the company; (2) provide reasonable assurance that tranasactions are recorded asnecessary to permit preparation of financial statements in accordance with generallyaccepted accounting principles and that receipts and expenditures of the company arebeing made only in accordance with authorisations of management and directors of thecompany; and (3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the company's assets that could havea material effect on the financial statements.

Inherent limitations ofIntcrnal Financial Controls with reference tofinancial statements

7. Because of the inherent limitations of internal financialcontrols with reference to financial statements including the possibility of collusion orimproper management override of controls material misstatements due to error or fraud mayoccur and 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 control controls with reference to financial statements maybecome inadequate because of changes in conditions or that the degree of compliance withthe policies 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 fiancial controls with reference to financial statements were operatingeffectively as at March 31 2019 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.

For Price Waterhouse & Co Chartered Accountants LLP
Firm Registration Number: 304026E/E-300009
Chartered Accountants
Sunit Kumar Basu
Place: Kolkata Partner
Date: May 14 2019 Membership Number 55000

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