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Goa Carbon Ltd.

BSE: 509567 Sector: Industrials
NSE: GOACARBON ISIN Code: INE426D01013
BSE 00:00 | 18 Oct 215.85 -2.50
(-1.14%)
OPEN

220.00

HIGH

222.00

LOW

210.00

NSE 00:00 | 18 Oct 217.85 0.80
(0.37%)
OPEN

217.10

HIGH

224.00

LOW

210.05

OPEN 220.00
PREVIOUS CLOSE 218.35
VOLUME 3806
52-Week high 704.00
52-Week low 203.00
P/E
Mkt Cap.(Rs cr) 198
Buy Price 213.65
Buy Qty 60.00
Sell Price 217.50
Sell Qty 7.00
OPEN 220.00
CLOSE 218.35
VOLUME 3806
52-Week high 704.00
52-Week low 203.00
P/E
Mkt Cap.(Rs cr) 198
Buy Price 213.65
Buy Qty 60.00
Sell Price 217.50
Sell Qty 7.00

Goa Carbon Ltd. (GOACARBON) - Auditors Report

Company auditors report

To the Members of Goa Carbon Limited

Report on the Ind AS Financial Statements

We have audited the accompanying Ind AS financial statements of Goa Carbon Limited("the Company") which comprise the Balance Sheet as at 31st March 2018 theStatement of Profit and Loss (including Other Comprehensive Income) the Statement of CashFlows and the Statement of Changes in Equity for the year then ended and a summary of thesignificant accounting policies and other explanatory information.

Management's Responsibility for the Ind AS Financial 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 Ind AS financial statements that give a true and fair view of the state ofa˜airs (financial position) profit or loss (financial performance including othercomprehensive income) cash flows and changes in equity of the Company in accordance withthe accounting principles generally accepted in India including the Indian AccountingStandards (Ind AS) specified under Section 133 of the Act.

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 Ind ASfinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the financial statements management is responsible for assessing theCompany's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so.

Auditor's Responsibility

Our responsibility is to express an opinion on these Ind AS financial statements basedon our audit.

We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder.

We conducted our audit of the Ind AS financial statements in accordance with theStandards on Auditing specified under Section 143(10) of the Act. Those Standards requirethat we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the Ind AS financial statements are free from materialmisstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the Ind AS financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of theInd AS financial statements whether due to fraud or error. In making those riskassessments the auditor considers internal financial control relevant to the Company'spreparation of the Ind AS financial statements that give a true and fair view in order todesign audit procedures that are appropriate in the circumstances. An audit also includesevaluating the appropriateness of the accounting policies used and the reasonableness ofthe accounting estimates made by the Company's Directors as well as evaluating theoverall presentation of the Ind AS financial statements.

We are also responsible to conclude on the appropriateness of management's use of thegoing concern basis of accounting and based on the audit evidence obtained whether amaterial uncertainty exists related to events or conditions that may cast significantdoubt on the entity's ability to continue as a going concern. If we conclude that amaterial uncertainty exists we are required to draw attention in the auditor's report tothe related disclosures in the financial statements or if such disclosures areinadequate to modify the opinion. Our conclusions are based on the audit evidenceobtained up to the date of the auditor's report. However future events or conditions maycause an entity to cease to continue as a going concern.

We believe that the audit evidence we have obtained is suŠcient and appropriate toprovide a basis for our audit opinion on the Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid Ind AS financial statements give the information required bythe Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs (financialposition) of the Company as at 31st March 2018 its profit (financial performanceincluding other comprehensive income) its cash flows and the changes in equity for theyear ended on that date.

Other Matter

The comparative financial information of the Company for the year ended 31st March2017 and the transition date opening Balance Sheet as at 1st April 2016 prepared inaccordance with Ind AS included in these Ind AS financial statements have been audited bythe predecessor auditor who had audited the financial statements for the relevant periods.The report of the predecessor auditor on the comparative financial information and theopening balance sheet dated 30th June 2017 expressed an unmodified opinion. Our opinion isnot modified in respect of this matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Act we give in the "Annexure"B" a statement on the matters specifiedin paragraphs 3 and 4 of the Order.

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

a) We have sought and obtained all the information and explanations which to the 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 the Statement of Cash Flows andthe Statement of Changes in Equity dealt with by this Report are in agreement with thebooks of account.

d) In our opinion the aforesaid Ind AS financial statements comply with the IndianAccounting Standards specified under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on 31stMarch 2018 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2018 from being appointed as a director in terms of Section164(2) of the Act.

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 A".

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 Ind AS financial statements – Refer Note 31 to the Ind AS financialstatements;

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses;

iii. There has been no delay in transferring amounts required to be transferred by theCompany during the year to the Investor Education and Protection Fund by the Company; and

iv. The disclosures in the financial statements regarding holdings as well as dealingsin specified bank notes during the period from 8th November 2016 to 30th December 2016have not been made since they do not pertain to the financial year ended 31st March 2018.However amounts as appearing in the audited Standalone Ind AS financial statements for theperiod ended 31st March 2017 have been disclosed.

For B S R & Co. LLP
Chartered Accountants
Firm Registration No.: 101248W/ W-100022
Swapnil Dakshindas
Place: Panaji Partner
Date: 11th April 2018 Membership No.: 113896

Annexure A to the Independent Auditors' Report on the Ind AS Financial Statements ofGoa Carbon Limited

Referred to in paragraph 2(f) in Report on Other Legal and Regulatory Requirements ofthe Independent Auditors' Report to the members of Goa Carbon Limited on the Ind ASfinancial statements for the year ended 31st March 2018.

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 Goa CarbonLimited ("the Company") as of 31st March 2018 in conjunction with our audit ofthe Ind AS financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control 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 e†cient 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 Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note and the Standards on Auditing issued by ICAI and deemed to beprescribed under Section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls both applicable to an audit of Internal Financial Controlsand both issued by the ICAI. Those Standards and the Guidance Note require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all materialrespects.

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 financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is su†cient 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 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 authorisations of themanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised 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.

Opinion

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 e‘ectively as at 31st March 2018 based onthe internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Noteissued by the ICAI.

For B S R & Co. LLP
Chartered Accountants
Firm Registration No.: 101248W/ W-100022
Swapnil Dakshindas
Place: Panaji Partner
Date: 11th April 2018 Membership No.: 113896

Annexure B to the Independent Auditors' Report – 31st March32018

With reference to the Annexure referred to in paragraph 1 in Report on Other Legal andRegulatory Requirements of the Independent Auditors' Report to the members of the Companyon the Ind AS financial statements for the year ended 31st March 2018 we report that:

(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) The Company has a regular program of physical verification of its fixed assets bywhich its fixed assets are verified in a phased manner every year. In our opinion thisperiodicity of physical verification is reasonable having regard to the size of theCompany and the nature of its fixed assets. No material discrepancies were noticed on suchverification.

(c) Immovable properties of land and buildings whose title deeds have been pledged assecurity for cash credit and buyer's credit facilities taken from banks are held in thename of the Company based on the confirmations directly received by us from banks. Inrespect of immovable properties of land that have been taken on lease and disclosed asfixed asset in the financial statements and the buildings constructed on such leaseholdland whose lease deeds have been pledged as security for cash credit and buyer's creditfacilities taken from banks the lease agreements are in the name of the Company wherethe Company is the lessee in the agreement based on the confirmations directly received byus from banks.

(ii) The inventory has been physically verified by the management during the year. Inour opinion the frequency of such verification is reasonable and there were no materialdiscrepancies noted during such verification.

(iii) The Company has not granted any loans secured or unsecured to companies firmslimited liability partnerships or other parties covered in the register maintained underSection 189 of the Act. Accordingly paragraph 3(iii) of the Order is not applicable tothe Company.

(iv)In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Section 186 of the Companies Act 2013 inrespect of investment made. The Company has not granted any loans or provided anyguarantees and security to which the provisions of Section 185 of the Companies Act 2013apply.

(v) The Company has not accepted any deposits in accordance with the provisions ofSection 73 to 76 of the Act and the rules framed thereunder.

(vi) The Central Government has not prescribed the maintenance of cost records underSection 148(1) of the Act for the goods manufactured by the Company.

(vii) (a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company amounts deducted/ accrued in the books ofaccount in respect of undisputed statutory dues including Provident fund Employees' stateinsurance Income tax Sales tax Service tax Duty of customs Duty of excise Goods andService tax Value added tax and other material statutory dues have generally beenregularly deposited during the year by the Company with the appropriate authoritiesexcept ‘Goa Green Cess'. According to the information and explanations given to usno undisputed amounts payable in respect of Provident fund Employees' state insuranceIncome tax Sales tax Service tax Duty of customs Duty of excise Goods and Servicetax Value added tax and other material statutory dues were in arrears as at313March32018 for a period of more than six months from the date they became payableexcept ‘Goa Green Cess'. The arrears of ‘Goa Green Cess' outstanding for morethan six months as at 31st March 2018 amounts to Rs.202 Lacs.

(b) According to the information and explanations given to us there are no dues ofIncome tax Service tax Sales tax Duty of customs Duty of excise Goods and Service taxand Value added tax which have not been deposited by the Company with appropriateauthorities on account of any disputes except for the following:

Name of the statute Nature of dues Amount (` Lacs) Amount paid under protest (` Lacs) Period to which the amount relates (Assessment Year) Forum where dispute is pending
Income Tax Act 1961 Income Tax 901 901 1995-96 to 2003-04 Supreme Court of India
Income Tax Act 1961 Income Tax 237 237 2009-10 Bombay High Court
Income Tax Act 1961 Income Tax 261 94 2013-14 Commissioner of Income Tax (Appeals)
Income Tax Act 1961 Income Tax 247 247 1994-95 Assistant Commissioner of Income Tax

(viii) In our opinion and according to the information and explanations given to usthe Company has not defaulted in repayment of dues to the banks. The Company did not haveany loan or borrowings from financial institutions government or any debenturesoutstanding during the year.

(ix) In our opinion and according to the information and explanations given to us theCompany has not raised any money by way of initial public o‘er or further publico‘er (including debt instruments) or term loans during the year. Accordinglyreporting under this clause is not applicable to the Company.

(x) According to the information and explanations given to us no fraud by the Companyor on the Company by its o'cers or employees has been noticed or reported during the year.

(xi) In our opinion and according to the information and explanations given to us themanagerial remuneration is paid or provided in accordance with the requisite approvalsmandated by the provisions of Section 197 read with schedule V to the Act.

(xii) In our opinion and according to the information and explanations given to us theCompany is not a Nidhi Company as per the Act. Accordingly paragraph 3(xii) of the Orderis not applicable to the Company.

(xiii) In our opinion and according to the information and explanations given to usall transactions with related parties are in compliance with Section 177 and 188 of theAct and the details as required by the applicable accounting standards have beendisclosed in the Ind AS financial statements.

(xiv) According to the information and explanations given to us the Company has notmade any preferential allotment or private placement of shares or fully or partiallyconvertible debentures during the year. Accordingly reporting under this clause is notapplicable to the Company.

(xv) According to the information and explanations given to us the Company has notentered into any non-cash transactions with directors or persons connected with themduring the year. Accordingly paragraph 3(xv) of the Order is not applicable to theCompany.

(xvi) In our opinion and according to the information and explanations given to us theCompany is not required to register under Section 45-IA of the Reserve Bank of India Act1934.

For B S R & Co. LLP
Chartered Accountants
Firm Registration No.: 101248W/ W-100022
Swapnil Dakshindas
Place: Panaji Partner
Date: 11th April 2018 Membership No.: 113896