To the Members of H.P. Cotton Textile Mills Limited
Report on the Audit of the Financial Statements
1. We have audited the accompanying financial statements of H.P. Cotton Textile MillsLimited(the Company') which comprise the Balance Sheet as at 31 March 2020 theStatement of Profit and Loss (including Other Comprehensive Income) the Cash FlowStatement and the Statement of Changes in Equity for the year then ended and a summary ofthe significant accounting policies and other explanatory information.
2. In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by theCompanies Act 2013 (Act') in the manner so required and give a true and fair viewin conformity with the accounting principles generally accepted in India including IndianAccounting Standards (Ind AS') specified under section 133 of the Act of the stateof affairs of the Company as at 31 March 2020 and its profit (including othercomprehensive income) its cash flows and the changes in equity for the year ended on thatdate.
Basis for Opinion
3. We conducted our audit in accordance with the Standards on Auditing specified undersection 143(10) of the Act. Our responsibilities under those standards are furtherdescribed in the Auditor's Responsibilities for the Audit of the Financial Statementssection of our report. We are independent of the Company in accordance with the Code ofEthics issued by the Institute of Chartered Accountants of India (ICAI') togetherwith the ethical requirements that are relevant to our audit of the financial statementsunder the provisions of the Act and the rules thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and the Code of Ethics. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our opinion.
Emphasis of Matter- Uncertainties and the impact of COVID 19 on financial statements
4. We draw attention to note 48 of the accompanying financial statements whichdescribes the effect of uncertainties relating to COVID-19 pandemic outbreak on theCompany's operations and management's evaluation of its impact on the accompanyingfinancial statements as at the balance sheet date the extent of which is significantlydependent on future developments. Our opinion is not modified in respect of this matter.
Key Audit Matter
5. Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements of the current period. These matterswere addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters.
6. We have determined the matter described below to be the key audit matters to becommunicated in our report.
|Key audit matter ||How our audit addressed the key audit matter |
|Existence and valuation of Inventories ||Our audit work included but was not limited to the following procedures: |
|At the balance sheet date 31 March 2020 the Company holds inventories comprising of raw materials and components finished goods work-in-progress aggregating to Rs 2137.24 lacs as disclosed in note 8 to the accompanying financial statements of the Company. Such inventory is carried at cost or net realisable value whichever is lower as per the accounting policy disclosed in note 2.3 (vi). || Evaluated the appropriateness of the Company's accounting policy and valuation method of inventory in accordance with the applicable accounting standards. |
| || Assessed the design and implementation of controls in respect of the inventory existence and valuation and tested the effectiveness of key inventory controls. |
|Existence: ||Existence: |
| || Obtain and reviewed the supporting documents of the physical verification count performed by the management including roll back calculations. Ensured that the discrepancies if any found in such management count were properly adjusted in the books of accounts along with necessary approvals as per controls implemented by the Company. |
|The management performs physical verification of its inventory on a monthly basis. However due to the outbreak of COVID-19 there was a lockdown enforced in the country at year-end and several restrictions were imposed by the respective state governments across India on travel and movement considering public health and safety measures which resulted into complexities for the management to carry out the physical verification of inventory as per the aforesaid plan. Accordingly the physical verification of the inventory was conducted by the management subsequent to year-end and the balance was rolled back to determine the existence of such inventory as at 31 March 2020. || Appointed an independent firm of Chartered Accountants for providing direct assistance in carrying out physical verification of the inventory on a sample basis subsequent to the balance sheet date and supervised and reviewed the work performed by them using audio/video conferencing facilities. |
| || Performed roll-back procedures by verification of move- ment between the year-end date and sample test count date with the supporting documents which included purchase invoice sales invoice dispatch register gate inward/outward register etc. to reconcile such test counts to the management counts performed in order substantiate the existence of inventory as at the reporting date; |
|Valuation: ||Valuation: |
|Determination of cost of inventory involves allocation of various production and administration overheads incurred to bring the inventory to its present location and condition which involves management judgement and estimation. || Discussed with management the rationale supporting assumptions and estimates used in carrying out the inventory valuation and corroborated the same to our understanding of the business. Tested the computation of various overhead absorption rates by tracing the underlying data to audited historical operational results of the company. |
| || |
|Amongst the other overheads fixed production over- heads are allocated to the costs of conversion based on the normal capacity of the production facilities in accordance with the principles of Ind AS -2 Inventories. || Verified the expenses considered as cost of conversion including estimates for apportionment of the conversion on the different classes of finished goods and work in progress and recomputed the arithmetical accuracy thereof for calculating the conversion cost considered as part of the finished goods and work in progress. |
|Further at the end of each reporting period the management of the Company also assesses whether there is any objective evidence that net realisable value of any item of inventory is below the carrying value. If so such inventories are written down to their net realisable value in accordance with Ind AS 2 Inventories. || Obtained understanding of management process for identification of slow moving non-moving or obsolete inventories and ensured that the same is consistently applied. |
| || Recomputed the net realisable value of the finished goods and reviewed the management assessment for carrying inventory at lower of cost and net realisable value. |
| || Tested ageing of inventory items obtained through system reports as applicable. |
|Considering the aforesaid complexities involved in physical verification of inventory at the year-end which required us to undertake alternate audit tech- niques as described in this key audit matter and significant management judgements and estimates required with respect to valuation of inventory this matter has been determined to be a key audit matter for the current year audit. || Obtained written representations from management and those charged with governance on the completeness and adequacy of inventory allowance recognised as at the year- end. |
| || Evaluated the appropriateness and adequacy of disclosures made in the financial statements in accordance with the applicable accounting standards. |
|Implementation of new IT system for financial reporting and related migration of data ||Our audit work included but was not limited to the following procedures: |
|From 01 April 2019 the Company has implemented new accounting software DataTex' (except for inventory module) for supporting its operations and financial reporting which required an extensive exercise of data migration from the erstwhile implemented IT system. || Obtained the understanding of the migration of data and information carried out by the Company during the current year and verified that the closing balances of previous year end has been properly migrated as the opening balances in the new accounting software. |
| || |
|Further the Company's accounting and financial reporting processes are dependent on the automated controls enabled by IT systems which impacts key financial accounting and reporting items. || Involved our IT specialists as part of our audit team to per- form procedures in relation to the new IT system which included but were not limited to the following: |
| ||> Obtained an understanding of the Company's IT related control environment; |
| ||> Tested the design and operating effectiveness of the Company's IT controls; |
|The controls implemented by the Company in its IT environment determine the integrity accuracy completeness and validity of data that is processed by the applications and is ultimately used for financial reporting. ||> Tested IT general controls particularly logical access changes management and aspects of IT operational controls; |
|Such significant system change increases the risk to the internal financial controls environment. These changes represent a financial reporting risk while migration takes place as controls and processes that have been established over a number of years are updated and migrated into a new environment. Hence considering the significance of the activity and the volume of the transactions involved in the migration process and considering the pervasive impact on the financial statements this matter has been determined as a key audit matter for current year audit ||> Tested controls around Company's periodic review of access rights and inspected requests of changes to systems for appropriate approval and authorization; |
| ||> Tested that requests for access to systems were appropriately reviewed and authorized; |
| ||> Tested various specific key controls configured in the system; |
| ||> Where deficiencies were identified tested compensating controls or performed alternative procedures. |
Information other than the Financial Statements and Auditor's Report thereon
7. The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Annual Report but does not includethe financial statements and our auditor's report thereon. The Annual Report is expectedto be made available to us after the date of this auditor's report.
Our opinion on the financial statements does not cover the other information and wewill not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements our responsibility is to readthe other information identified above when it becomes available and in doing soconsider whether the other information is materially inconsistent with the financialstatements or our knowledge obtained in the audit or otherwise appears to be materiallymisstated.
When we read the Annual Report if we conclude that there is a material misstatementtherein we are required to communicate the matter to those charged with governance.
Responsibilities of Management for the Financial Statements
8. 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 financial statements that givea true and fair view of the state of affairs (financial position) profit or loss(financial performance including other comprehensive income) changes in equity and cashflows 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 financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.
9. 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.
10. Those Board of Directors is also responsible for overseeing the Company's financialreporting process.
Auditor's Responsibilities for the Audit of the Financial Statements
11. Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance withStandards 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 financial statements.
12. As part of an audit in accordance with Standards on Auditing we exerciseprofessional judgment and maintain professional skepticism 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 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 Company hasadequate internal financial controls system in place and the operating effectiveness ofsuch 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 financial statements or if such disclosures are inadequate to modify our opinion.Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.
Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.
13. We communicate with those charged with governance regarding among other mattersthe planned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.
14. We also provide those charged with governance with a statement that we havecomplied with relevant ethical requirements regarding independence and to communicatewith them all relationships and other matters that may reasonably be thought to bear onour independence and where applicable related safeguards.
15. From the matters communicated with those charged with governance we determinethose matters that were of most significance in the audit of the financial statements ofthe current period and are therefore the key audit matters. We describe these matters inour auditor's report unless law or regulation precludes public disclosure about the matteror 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
16. As required by section 197(16) of the Act we report that the Company has paidremuneration to its managing director and whole-time director in excess of the limits laiddown under the provisions of section 197 to the Act by Rs 29.81 lacs for the year ended 31March 2020. As disclosed in note 50 to the accompanying financial statements the Companyis in process of regularising the default by obtaining the approval of the shareholders.
17. 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 I a statement on the matters specified in paragraphs 3 and 4 of theOrder.
18. Further to our comments in Annexure I 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 purpose of our audit of theaccompanying financial statements;
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 financial statements dealt with by this report are in agreement with the booksof account;
d) in our opinion the aforesaid financial statements comply with Ind AS specifiedunder section 133 of the Act;
e) on the basis of the written representations received from the directors and taken onrecord by the Board of Directors none of the directors is disqualified as on 31 March2020 from being appointed as a director in terms of section 164(2) of the Act;
f) we have also audited the internal financial controls with reference to financialstatements of the Company as on 31 March 2020 in conjunction with our audit of thefinancial statements of the Company for the year ended on that date and our report dated06 July 2020 as per Annexure II expressed unmodified opinion; and
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 (as amended) inour opinion and to the best of our information and according to the explanations given tous:
i. the Company as detailed in note 35 to the financial statements has disclosed theimpact of pending litigations on its financial position as at 31 March 2020;
ii. the Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses as at 31 March 2020;
iii. there were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company during the year ended 31 March 2020; and
iv. the disclosure requirements relating to holdings as well as dealings in specifiedbank notes were applicable for the period from 8 November 2016 to 30 December 2016 whichare not relevant to these financial statements. Hence reporting under this clause is notapplicable.
For Walker Chandiok & Co LLP
Firm's Registration No.: 001076N/N500013
Membership No. 504774
Place: New Delhi
Date: 06 July 2020
Annexure I to the Independent Auditor's Report of even date to the members of H.P.Cotton Textile Mills Limited on the financial statements for the year ended 31 March 2020
Based on the audit procedures performed for the purpose of reporting a true and fairview on the financial statements of the Company and taking into consideration theinformation 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:
(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of property plant and equipment (PPE').
(b) The Company has a regular program of physical verification of its PPE under whichPPE are verified in a phased manner over a period of three years which in our opinionis reasonable having regard to the size of the Company and the nature of its assets. Inaccordance with this program certain PPE were verified during the year and no materialdiscrepancies were noticed on such verification.
(c) According to the information and explanations given by the management the titledeeds of immovable properties amounting to Rs 20.75 lacs included in property plant andequipment have been given as security (mortgage and charge) against the financing facilitytaken from banks and we have been explained that the original title deeds are kept assecurity with SBI Bank. Therefore these title deeds could not be made available to us forverification. However the same has been confirmed by the bank. Accordingly based on theinformation and explanation given to us by the management and confirmation received frombank we report that the title deeds of all the immovable properties (which are includedunder the head Property plant and equipment') are held in the name of the Company.
(ii) In our opinion the management has conducted physical verification of inventory atreasonable intervals during the year and no material discrepancies between physicalinventory and book records were noticed on physical verification.
(iii) The Company has not granted any loan secured or unsecured to companies firmsLimited Liability Partnerships (LLPs) or other parties covered in the register maintainedunder Section 189 of the Act. Accordingly the provisions of clauses 3(iii)(a) 3(iii)(b)and 3(iii)(c) of the Order are not applicable.
(iv) In our opinion the Company has not entered into any transaction covered underSections 185 and 186 of the Act. Accordingly the provisions of clause 3(iv) of the Orderare not applicable.
(v) In our opinion the Company has not accepted any deposits within the meaning ofSections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules 2014 (asamended). Accordingly the provisions of clause 3(v) of the Order are not applicable.
(vi) We have broadly reviewed the books of account maintained by the Company pursuantto the Rules made by the Central Government for the maintenance of cost records undersub-section (1) of Section 148 of the Act in respect of Company's products and are of theopinion that prima facie the prescribed accounts and records have been made andmaintained. However we have not made a detailed examination of the cost records with aview to determine whether they are accurate or complete.
(vii) (a) Undisputed statutory dues including provident fund employees' stateinsurance income-tax sales-tax service tax duty of custom duty of excise value addedtax cess and other material statutory dues as applicable have not been depositedregularly to the appropriate authorities as there have been significant delays in a largenumber of cases. However these have been deposited by the Company to the appropriateauthorities. Further no undisputed amounts payable in respect thereof were outstanding atthe year-end for a period of more than six months from the date they become payable.
(b) There are no dues in respect of income-tax sales-tax service tax duty ofcustoms duty of excise and value added tax that have not been deposited with theappropriate authorities on account of any dispute.
(viii) The Company has not defaulted in repayment of loans or borrowings to any bank orfinancial institution or government during the year. The Company did not have anyoutstanding debentures during the year.
(ix) The Company did not raise moneys by way of initial public offer or further publicoffer (including debt instruments). In our opinion the term loans were applied for thepurposes for which the loans were obtained.
(x) No fraud by the Company or on the company by its officers or employees has beennoticed or reported during the period covered by our audit.
(xi) The Company has paid managerial remuneration to its managing director andwhole-time director in excess of the limits laid down under the provisions of section 197to the Act for the year ended 31 March 2020 as described in paragraph 16 of our auditreport. The details of the excess managerial remuneration are as follows:
|Payment made to ||Amount Paid/ provided in excess of limits prescribed ||Amount due for Recovery as at 31 March 2020 ||Step taken to secure the recovery of the amount |
|Managing Director ||19.03 ||Nil ||The Company is in process of regularising the default by obtaining the approval of the shareholders. |
|Whole-time Director ||10.78 ||Nil || |
(xii) In our opinion the Company is not a Nidhi Company. Accordingly provisions ofclause 3(xii) of the Order are not applicable.
(xiii) In our opinion all transactions with the related parties are in compliance withSections 177 and 188 of Act where applicable and the requisite details have beendisclosed in the financial statements etc. as required by the applicable Ind AS.
(xiv) During the year the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures.
(xv) In our opinion the Company has not entered into any non-cash transactions withthe directors or persons connected with them covered under Section 192 of the Act.
(xvi) The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934.
For Walker Chandiok & Co LLP
Firm's Registration No.: 001076N/N500013
Membership No. 504774
Place: New Delhi
Date: 06 July 2020
Annexure II to the Independent Auditor's Report of even date to the members of H.P.Cotton Textile Mills Limited on the financial statements for the year ended 31 March 2020
Independent Auditor's Report on the internal financial controls with reference to thefinancial statements under Clause (i) of Sub-section 3 of Section 143 of the CompaniesAct 2013 (the Act')
1. In conjunction with our audit of the financial statements of H.P. Cotton TextileMills Limited (the Company') as at and for the year ended 31 March 2020 we haveaudited the internal financial controls with reference to financial statements of theCompany as at that date.
Responsibilities of Management and Those Charged with Governance for Internal FinancialControls
2. The Company's Board of Directors is responsible for establishing and maintaininginternal financial controls based on the internal financial controls with reference tofinancial statements criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls over Financial Reporting ("the Guidance Note") issued by the Instituteof Chartered Accountants of India ("ICAI"). These responsibilities include thedesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the orderly and efficient conduct of the Company'sbusiness including adherence to the Company's policies the safeguarding of its assetsthe prevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Act.
Auditor's Responsibility for the Audit of the Internal Financial Controls withReference to Financial Statements
3. Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to financial statements based on our audit. We conducted our auditin accordance with the Standards on Auditing issued by the ICAI prescribed under Section143(10) of the Act to the extent applicable to an audit of internal financial controlswith reference to financial statements and the Guidance Note issued by the ICAI. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls with reference to financial statements were established and maintainedand if such controls operated effectively in all material respects.
4. Our audit involves performing procedures to obtain audit evidence about the adequacyof the internal financial controls with reference to financial statements and theiroperating effectiveness. Our audit of internal financial controls with reference tofinancial statements includes obtaining an understanding of such internal financialcontrols assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgement including the assessment of therisks of material misstatement of the financial statements whether due to fraud or error.
5. 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 withreference to financial statements.
Meaning of Internal Financial Controls with Reference to Financial Statements
6. A company's internal financial controls with reference to financial statements is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial controlswith reference to financial statements include those policies and procedures that (1)pertain to the maintenance of records that in reasonable detail accurately and fairlyreflect the transactions and dispositions of the assets of the company; (2)providereasonable assurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance withauthorisations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorised acquisition use ordisposition of the company's assets that could have a material effect on the financialstatements.
Inherent Limitations of Internal Financial Controls with Reference to FinancialStatements
7. Because of the inherent limitations of internal financial controls with reference tofinancial statements including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls withreference to financial statements to future periods are subject to the risk that theinternal financial controls with reference to financial statements may become inadequatebecause of changes in conditions or that the degree of compliance with the policies orprocedures may deteriorate.
8. In our opinion the Company has in all material respects adequate internalfinancial controls with reference to financial statements and such controls were operatingeffectively as at 31 March 2020 based on the internal financial controls with referenceto financial statements criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note issued by ICAI.
For Walker Chandiok & Co LLP
Firm's Registration No.: 001076N/N500013
Membership No. 504774
Place: New Delhi
Date: 06 July 2020