You are here » Home » Companies » Company Overview » J D Orgochem Ltd

J D Orgochem Ltd.

BSE: 524592 Sector: Industrials
NSE: JDORGOCHEM ISIN Code: INE263B01022
BSE 00:00 | 20 Feb 2.34 -0.12
(-4.88%)
OPEN

2.34

HIGH

2.34

LOW

2.34

NSE 05:30 | 01 Jan J D Orgochem Ltd
OPEN 2.34
PREVIOUS CLOSE 2.46
VOLUME 99
52-Week high 3.32
52-Week low 1.85
P/E 2.13
Mkt Cap.(Rs cr) 3
Buy Price 2.46
Buy Qty 99.00
Sell Price 2.46
Sell Qty 1.00
OPEN 2.34
CLOSE 2.46
VOLUME 99
52-Week high 3.32
52-Week low 1.85
P/E 2.13
Mkt Cap.(Rs cr) 3
Buy Price 2.46
Buy Qty 99.00
Sell Price 2.46
Sell Qty 1.00

J D Orgochem Ltd. (JDORGOCHEM) - Auditors Report

Company auditors report

TO THE MEMBERS OF JD ORGOCHEM LIMITED

Opinion

We have audited the accompanying financial statements of JD ORGOCHEM LIMITED (theCompany) which comprise the Balance Sheet as at 31st March 2019 theStatement of Profit and Loss (including other comprehensive income) the statement ofchanges in Equity and the Cash Flow Statement for the year then ended and notes to thefinancial statements including a summary of significant accounting policies and otherexplanatory information.

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 (the Act) in the manner so required and give a true andfair view in conformity with the Indian Accounting Standards (Ind AS) prescribed underSection 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015 andamended and other accounting principles generally accepted in India of the state ofaffairs (financial position) of the Company as at 31st March 2019 and itsprofit(financial performance including other comprehensive income) the changes in equityand its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards onAuditing specified under Section 143(10) of the Act. Our responsibilities under thoseStandards are further described in the Auditor's Responsibilities for the Audit of theFinancial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia (ICAI) together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Act and the Rules there under and wehave fulfilled our other ethical responsibilities in accordance with these requirementsand the ICAI's Code of Ethics. We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our audit opinion on the financialstatements.

Key Audit Matters

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.

Sr. No. Key Audit Matters How the matter was addressed in our audit
1. The company had issued 1604000 Zero Coupon Non (i) Convertible Debentures(ZCD) of र: 100/- each totaling to र: 160400000/- Read and analysed the correspondence with Debentureholder and Debenture trustees including the letter of approval given by Debentureholder and Board Resolution passed by the company in respect of revision of terms of repayment of ZCD.
As per the terms of repayment the they were redeemable at a premium of 50% in ten equal quarterly installment commencing from 31st December2018 and ending on 31st March 2021 (ii) Review of Disclosures made by the company in the financial statements in this regard.
In December 2018 due to non availability of funds the company negotiated with the holder of ZCD and revised the terms of repayment in ten equal quarterly installment commencing from 30th June 2020 and ending on 30th September 2022. (iii) Obtained Representation letter from the management in this matter.

Emphasis of Matters

We draw attention to the following matters in the Notes to the financial statementswithout qualifying our opinion;

 Note 1 (II) in the financial statements which indicates that the financialstatements of the Company have been prepared on a going concern basis. However theCompany has accumulated losses and its net worth has been fully eroded the Company hasincurred a net loss / net cash loss during earlier previous year(s) and the Company'scurrent liabilities exceeded its current assets as at the balance sheet date. Theseconditions along with other matters set forth in notes indicate the existence ofmaterial uncertainty that may cast significant doubt about the Company's ability tocontinue as a going concern.

Information Other than the financial statements and Auditor's Report thereon

The Company's Board of Directors is responsible for the preparation of the otherinformation. The other information comprises the information included in the Board'sReport including Annexures to Board's Report Management Discussion and Analysis Reporton Corporate Governance but does not include the financial statements and our auditor'sreport thereon.

Our opinion on the financial statements does not cover the other information and we donot express any form of assurance conclusion thereon.

In connection with our audit of the financial statements our responsibility is to readthe other information and in doing so consider whether the other information ismaterially inconsistent with the financial statements or our knowledge obtained during thecourse of our audit or otherwise appears to be materially misstated. If based on the workwe have performed we conclude that there is a material misstatement of this otherinformation; we are required to report that fact. We have nothing to report in thisregard.

Responsibilities of the Management and Those Charged with Governence for the FinancialStatements

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 financial position financial performance changes in equityand cash flows of the Company in accordance with the Ind AS and other accountingprinciples generally accepted in India. 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.

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.

The Board of Directors are responsible for overseeing the Company's financial reportingprocess.

Auditor's Responsibility for the audit of the financial statements

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 with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these financial statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain 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 controls 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.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant defficiencies in internal control that we identify during our audit

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the financial statements of thecurrent period and are therefore the key audit matters. We describe these matters in ourauditor's report unless law or regulation precludes public disclosure about the matter orwhen 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.

Our opinion is not 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 in terms of section 143 (11) of the Act we give in theAnnexure A a statement on the matters specified in paragraphs 3 and 4of theOrder to the extent applicable.

(A) 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 statement of changes in equity and the statement of cash flows dealt with bythis Report are in agreement with the books of account.

d) In our opinion the aforesaid financial statements comply with the Ind AS specifiedunder section133 of the Act.

e) On the basis of the written representations received from the directors as on 31stMarch 2019 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2019 from being appointed as a director in termsof Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls with reference tofinancial statements of the Company and the operating effectiveness of such controlsrefer to our separate Report in Annexure B.

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 has disclosed the impact of pending litigations as at 31stMarch 2019 on its financial position in its financial statements - Refer Note 14 & 15to the financial statements;

ii. The Company has made provisions as required under the applicable law or accountingstandards for material foreseeable losses if any on long-term contracts includingderivatives contracts;

iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the company during the year ended 31stMarch2019.;

(B) With respect to the matter to be included in the Auditor's Report under section197(16):

In our opinion and according to the information and explanations given to us theremuneration paid by the company to its directors during the current year is in accordancewith the provisions of Section 197 of the Act.

For Hiren C. Sanghavi & Associates
Chartered Accountants
Hiren C. Sanghavi
Proprietor
Place : Mumbai Firm Registration No. - 112057W
Date : 28th May 2019 Membership No.-045472

ANNEXURE-A TO INDEPENDENT AUDITOR'S REPORT

Of Even Date on the Financial Statements of JD ORGOCHEM LIMITED.

1) In respect of its Fixed Assets:

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

b) The fixed assets are physically verified by the Management according to a phasedprograms designed to cover all the items over a period of three years which in ouropinion is reasonable having regard to the size of the Company and the nature of itsassets. Pursuant to the programmed 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 are held in the name of the Company.

2) There is no inventory at the year end. As informed to us inventories have beenphysically verified during the year by the management and no material discrepancies statedto have been noticed on physical verification of inventories by the management as comparedto book records..

3) The company has granted interest-free unsecured loan of र: 17800000 in earlieryears to a party listed in the register maintained under Section 189 of the Companies Act2013 out of which र: 4065000 was received till last year and र: 2500000 havebeen received during the year. As informed to us no terms of repayment has beenstipulated and hence overdue amount cannot be ascertained. The balance amount due ofर: 11235000 is considered doubtful of recovery for which provision has already beenmade in the accounts in earlier year as referred to in Note No. 3 of the Notes toFinancial Statement.

4) According to the information and explanation given to us the company has not givenloans guarantee or provided securities and has not made investment as referred in section185 & 186 of the Act. Hence paragraph (iv) of the order is not applicable.

5) The Company has not accepted any deposits from the Public within the meaning ofsections 73 to 76 of the Companies Act 2013and the rules framed there under to the extentnotified.

6) The Central Government has not prescribed the maintenance of Cost Records undersection 148 (1) of the Act for any of the products of the company.

7) (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 income-taxsales tax value added tax duty of customs service tax cess and other materialstatutory dues have been regularly deposited during the year by the Company with theappropriate authorities. As explained to us the Company did not have any dues on accountof employees' state insurance and duty of excise. According to the information andexplanations given to us no undisputed amounts payable in respect of provident fundincome tax sales tax value added tax duty of customs service tax cess and othermaterial statutory dues were in arrears as at 31st March 2019 for a period ofmore than six months from the date they became payable.

(b) As per records of the company the following disputed dues have not been deposited.

Nature of Dues Forum where dispute is Pending (in र:)
Custom Duty Central Excise & Gold Appellate Tribunal (CEGAT) - Mumbai 5399121
i) Gram Panchayat Tax (Shown as as contingent liability) Gram Panchayat Vadgaon Taluka Khalapur Dist. Raigad 7420358
ii) Gram Panchayat Tax Gram Panchayat Vadgaon Taluka Khalapur Dist. Raigad (01.04.2000 to 31.03.2011) 10576212

8) According to the record of the Company examined by us and the information andexplanations given by the management the Company has not defaulted in repayment of loanor borrowings to a financial institution bank or Government or dues to debenture holdersduring the year.

9) The Company has not raised any moneys by way of initial public offer or furtherPublic offer (including debts instrument) and term loans during the year.

10) 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.

11) 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.

12) 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.

13) On the basis of our examination and according to the information and explanationsgiven to us we report that all the transaction with the related parties are in compliancewith Section 177 and 188 of the Act and the details have been disclosed in the Financialstatements in Refer Note 28 as required by the applicable accounting standards.

14) According to the information and explanations give to us and based on ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year under review. Accordingly the provisions of Clause 3 (xiv) of the Order are notapplicable to the Company.

15) According to the information and explanations given to us and based on ourexamination of the records of the company the company has not entered into any noncashtransactions with directors or persons connected with the directors. Accordinglyprovisions of clause (xv) of Para 3 of the Order are not applicable to the company.

16) The company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934 and accordingly provisions clause (xvi) of Para 3 of the Orderare not applicable to the Company.

For Hiren C. Sanghavi & Associates
Chartered Accountants
Hiren C. Sanghavi
Proprietor
Place : Mumbai Firm Registration No. - 112057W
Date : 28th May 2019 Membership No.-045472

ANNEXURE-B TO INDEPENDENT AUDITOR'S REPORT

Report of Even Date on The Financial Statements of JD ORGOCHEM LIMITED.

1. Report on the Internal Financial Controls over Financial Reporting underClause (I) of Sub-Section 3 of Section 143 of The Companies Act 2013 (TheAct)

We have audited the internal financial controls over financial reporting of JD ORGOCHEMLIMITED (the Company) as of 31st March 2019 in conjunctionwith our audit of the financial statements of the Company for the year ended on that date.

2. 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 effectively as at 31st March 2019based on the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Noteissued by the Institute of Chartered Accountants of India.

3. 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 Reportingissued by the Institute of Chartered Accountants of India. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Act.

4. Auditors' 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 on Audit of Internal Financial Controls Over Financial Reporting(the Guidance Note) issued by Institute of Chartered accountants of India andthe Standards on Auditing prescribed under section 143(10) of the Companies Act 2013 tothe extent applicable to an audit of internal financial controls. 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 controlsover financial reporting was established and maintained and if such controls operatedeffectively in all material respects.

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 judgement 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 sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

5. 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 there liability 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 ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

6. 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.

For Hiren C. Sanghavi & Associates
Chartered Accountants
Hiren C. Sanghavi
Proprietor
Place : Mumbai Firm Registration No. - 112057W
Date : 28th May 2019 Membership No.-045472