TO THE MEMBERS OF INEOS Styrolution India Limited
Report on the Indian Accounting Standards (Ind AS) Financial Statements
1. We have audited the accompanying Ind AS financial statements of INEOS StyrolutionIndia Limited ("the Company") which comprise the Balance Sheet as at March31 2018 the Statement of Profit and Loss (including Other Comprehensive Income) theCash Flow Statement and the Statement of Changes in Equity for the year then ended and asummary of the significant accounting policies and other explanatory information.
Management's Responsibility for the Ind AS Financial Statements
2. 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 of these IndAS financial statements to give a true and fair view of the financial position financialperformance (including other comprehensive income) cash flows and changes in equity ofthe Company in accordance with the accounting principles generally accepted in Indiaincluding the Indian Accounting Standards specified in the Companies (Indian AccountingStandards) Rules 2015 (as amended) under Section 133 of the Act. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe 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 Ind AS financial statementsthat give a true and fair view and are free from material misstatement whether due tofraud or error.
3. Our responsibility is to express an opinion on these Ind AS financial statementsbased on our audit.
4. We have taken into account the provisions of the Act and the Rules made thereunderincluding the accounting and auditing standards and matters which are required to beincluded in the audit report under the provisions of the Act and the Rules madethereunder.
5. We conducted our audit of the Ind AS financial statements in accordance with theStandards on Auditing specified under Section 143(10) of the Act and other applicableauthoritative pronouncements issued by the Institute of Chartered Accountants of India.Those Standards and pronouncements require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether the Ind ASfinancial statements are free from material misstatement.
6. An audit involves performing procedures to obtain audit evidence about the amountsand the disclosures in the Ind AS financial statements. The procedures selected depend onthe auditors' judgment including the assessment of the risks of material misstatement ofthe Ind 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.
7. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Ind AS financial statements.
8. 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 of the Companyas at March 31 2018 and its total comprehensive income (comprising of profit and othercomprehensive income) its cash flows and the changes in equity for the year ended on thatdate.
Report on Other Legal and Regulatory Requirements
9. As required by the Companies (Auditor's Report) Order 2016 issued by the CentralGovernment of India in terms of subsection (11) of section 143 of the Act ("theOrder") and on the basis of such checks of the books and records of the Company aswe considered appropriate and according to the information and explanations given to uswe give in the Annexure B a statement on the matters specified in paragraphs 3 and 4 ofthe Order.
10. 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 (including other comprehensiveincome) the Cash Flow Statement and the Statement of Changes in Equity dealt with by thisReport are in agreement with the books of 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 March31 2018 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2018 from being appointed as a director in terms of Section 164(2) of theAct.
(f) With respect to the adequacy of the internal financial controls with reference toInd AS financial statements of the Company and the operating effectiveness of suchcontrols refer to our separate Report in Annexure A.
(g) With respect to the other matters to be included in the Auditors' Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our knowledge and belief and according to the information andexplanations given to us:
i The Company has disclosed the impact if any of pending litigations as at March 312018 on its financial position in its Ind AS financial statements Refer Note 36;
ii. The Company has long-term contracts as at March 31 2018 for which there were nomaterial foreseeable losses. The Company did not have any long-term derivative contractsas at March 31 2018;
iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company during the year ended March 312018; and
iv. The reporting on disclosures relating to Specified Bank Notes is not applicable tothe Company for the year ended March 31 2018.
Annexure A to Independent Auditors' Report
Referred to in paragraph 10(f) of the Independent Auditors' Report of even date to themembers of INEOS Styrolution India Limited on the IND AS financial statements for the yearended March 31 2018
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Act
1. We have audited the internal financial controls over financial reporting of INEOSStyrolution India Limited ("the Company") as of March 31 2018 in conjunctionwith our audit of the Ind AS financial statements of the Company for the year ended onthat date.
Management's Responsibility for Internal Financial Controls
2. 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 Reportingissued by the Institute of Chartered Accountants of India (ICAI). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to company's policies the safeguarding of its assets theprevention 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.
3. 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 on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note") and the Standards on Auditing deemed to be prescribedunder section 143(10) of the Act to the extent applicable to an audit of internalfinancial controls both applicable to an audit of internal financial controls and bothissued by the ICAI. Those Standards and the Guidance Note require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether adequate internal financial controls over financial reporting was established andmaintained and 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 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 judgement including the assessment of the risks ofmaterial 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 systemover financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
6. A company's internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the company are being made only in accordance with authorisations ofmanagement 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
7. 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.
8. 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 effectively as at March 31 2018 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.
Annexure B to Independent Auditors' Report
Referred to in paragraph 9 of the Independent Auditors' Report of even date to themembers of INEOS Styrolution India Limitedon the Ind AS financial statements as of and forthe year ended March 31 2018
i. (a) The Company is maintaining proper records showing full particulars includingquantitative details and situation of fixed assets.
(b) The fixed assets are physically verified by the Management according to a phasedprogramme designed to cover all the items over a period of two years which in ouropinion is reasonable having regard to the size of the Company and the nature of itsassets. Pursuant to the programme a portion of the fixed assets has been physicallyverified by the Management during the year and no material discrepancies have been noticedon such verification.
(c) The title deeds of immovable properties other than self-constructed immovableproperties (buildings) as disclosed in Note 2 on property plant and equipment to the IndAS financial statements are held in the name of the Company (INEOS Styrolution IndiaLimited) except for the following:
|Name of entity on the title deed ||Category of Asset ||Total Number of Agreements ||Net Block Value (in INR Lakhs) |
|INEOS ABS (India) Limited (*) ||Freehold Land ||1 ||24.87 |
|Lanxess ABS Limited ||Leasehold Land ||1 ||129.74 |
|Styrolution India Private Limited ||Leasehold Land ||1 ||75.53 |
|Lanxess ABS Limited (*) ||Building ||2 ||12.66 |
|Total || ||5 ||242.80 |
(*) The Company has made application for transferring property in its name.
ii. The physical verification of inventory excluding stocks lying with third partieshave been conducted at reasonable intervals by the Management during the year. In respectof inventory lying with third parties these have substantially been confirmed by them.The discrepancies noticed on physical verification of inventory as compared to bookrecords were not material.
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. Therefore the provisions of Clause 3(iii) (iii)(a) (iii)(b) and(iii)(c) of the said Order are not applicable to the Company.
iv. In our opinion and according to the information and explanations given to us theCompany has not granted any loans or made any investments or provided any guarantees orsecurity to the parties covered under Section 185 and 186.
Therefore the provisions of Clause 3(iv) of the said Order are not applicable to theCompany.
v. The Company has not accepted any deposits from the public within the meaning ofSections 73 74 75 and 76 of the Act and the Rules framed there under to the extentnotified.
vi. Pursuant to the rules made by the Central Government of India the Company isrequired to maintain cost records as specified under Section 148(1) of the Act in respectof its products.
We have broadly reviewed the same and are of the opinion that prima facie theprescribed accounts and records have been made and maintained. We have not however madea detailed examination of the records with a view to determine whether they are accurateor complete.
vii. (a) According to the information and explanations given to us and the records ofthe Company examined by us in our opinion the Company is generally regular in depositingundisputed statutory dues in respect of income tax and professional tax though there hasbeen a slight delay in a few cases and is regular in depositing undisputed statutorydues including provident fund employees' state insurance sales tax service tax dutyof customs duty of excise value added tax cess goods and service tax with effect fromJuly 1 2017 and other material statutory dues as applicable with the appropriateauthorities.
(b) According to the information and explanations given to us and the records of theCompany examined by us there are no dues of goods and service tax which have not beendeposited on account of any dispute. The particulars of dues of income tax value addedtax sales tax service tax duty of customs and duty of excise duty as at March 31 2018which have not been deposited on account of a dispute are as follows:
|Name of the statute ||Nature of dues ||Amount (INR in Lakhs) ||Period to which the amount relates ||Forum where the dispute is pending |
|The Income Tax Act 1961 ||Fringe Benefits Tax ||0.13 ||AY 2006-07 ||ITAT |
|The Income Tax Act 1961 ||Income Tax ||1311.46 ||AY 2010-11 to 2015-16 ||Commissioner of Income Tax (A) |
|The Central Sales Tax Act 1956 ||Sales Tax ||87.79 ||2002 to 2004 ||Joint Commissioner Commercial Tax |
|The Central Excise Act 1944 ||Excise Duty ||25.56 ||April 2009 to March 2015 ||CESTAT |
|The Central Excise Act 1944 ||Excise Duty ||9.86 ||June 2011 to December 2011 ||The Assistant Commissioner Central Excise |
|Finance Act 1994 ||Service Tax ||1798.91 ||July 2006 to June 2016 ||CESTAT |
|Finance Act 1994 ||Service Tax ||39.55 ||January 2006 to June 2016 ||Commissioner Central Excise (A) |
|Finance Act 1994 ||Service Tax ||0.49 ||March 1996 ||The Deputy Commissioner Central Excise |
|Finance Act 1994 ||Service Tax ||9.82 ||September 2000 to February 2003 ||The Joint Commissioner Central Excise |
|The Customs Tariff Act 1975 ||Customs duty ||39.28 ||2011-12 ||CESTAT |
|The Central Excise Act 1944 ||CVD claimed as credit as per exemption under DEPB Scheme ||1321.87 ||January 2005 to December 2011 ||Commissioner Central GST and Central Excise |
viii. According to the records of the Company examined by us and the information andexplanation given to us the Company has not defaulted in repayment of loans or borrowingsto any banks as at the balance sheet date. The Company did not have any outstanding loansor borrowings to any financial institution or Government or debenture holders as at thebalance sheet date.
ix. The Company has not raised any moneys by way of initial public offer furtherpublic offer (including debt instruments) and term loans. Accordingly the provisions ofClause 3(ix) of the Order are not applicable to the Company.
x. During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyinstance of material fraud by the Company or on the Company by its officers or employeesnoticed or reported during the year nor have we been informed of any such case by theManagement.
xi. The Company has paid/ provided for managerial remuneration in accordance with therequisite approvals mandated by the provisions of Section 197 read with Schedule V to theAct.
xii. As the Company is not a Nidhi Company and the Nidhi Rules 2014 are not applicableto it the provisions of Clause 3(xii) of the Order are not applicable to the Company.
xiii. The Company has entered into transactions with related parties in compliance withthe provisions of Sections 177 and 188 of the Act. The details of such related partytransactions have been disclosed in the Ind AS financial statements as required underIndian Accounting Standard (Ind AS) 24 Related Party Disclosures specified in theCompanies (Indian Accounting Standards) Rules 2015 (as amended) under Section 133 of theAct.
xiv. The Company has not made any preferential allotment or private placement of sharesor fully or partly convertible debentures during the year under review. Accordingly theprovisions of Clause 3(xiv) of the Order are not applicable to the Company.
xv. The Company has not entered into any non cash transactions with its directors orpersons connected w ith him.
Accordingly the provisions of Clause 3(xv) of the Order are not applicable to theCompany.
xvi. The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934. Accordingly the provisions of Clause 3(xvi) of the Order are notapplicable to the Company.
| ||For Price Waterhouse Chartered Accountants LLP |
| ||Firm Registration Number: 012754N / N500016 |
| ||Pankaj Khandelia |
|Place: Vadodara ||Partner |
|Date: May 15 2018 ||Membership Number: 102022 |