J J Exporters Ltd.
|BSE: 530049||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE408B01015|
|BSE 00:00 | 02 Mar||J J Exporters Ltd|
|NSE 05:30 | 01 Jan||J J Exporters Ltd|
|BSE: 530049||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE408B01015|
|BSE 00:00 | 02 Mar||J J Exporters Ltd|
|NSE 05:30 | 01 Jan||J J Exporters Ltd|
To the members of J J EXPORTERS LIMITED
Report on the Ind AS Financial Statements
We have audited the accompanying standalone Ind AS financial statements of J JExporters Ltd. ("the Company") which comprise the Balance Sheet as at 31stMarch 2018 and the Statement of Profit and Loss (including Other Comprehensive Income)the Cash Flow Statement and the Statement of Changes in Equity for the year then endedand a summary of the significant accounting policies and other explanatory information.
Management's Responsibilityforthe Standalone 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 standalone Ind AS financial statements that give a true and fair view of the stateof affairs (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) prescribed under Section 133 of the Act. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding the assets of the Company and for preventing and detecting fraudsand other irregularities; selection and application of appropriate accounting policies;making judgments and estimates that are reasonable and prudent; and design implementationand maintenance of adequate internal financial controls that were operating effectivelyfor ensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the standalone Ind AS financial statements that give atrue and fair view and are free from material misstatement whether due to fraud or error.
Our responsibility is to express an opinion on these standalone Ind AS financialstatements based on 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 standalone Ind AS financial statements in accordance withthe Standards on Auditing specified under Section 143(10) of the Act. Those Standardsrequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the standalone Ind AS financial statements are freefrom material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the standalone Ind AS financial statements. The procedures selecteddepend on the auditor's judgment including the assessment of the risks of materialmisstatement of the standalone Ind AS financial statements whether due to fraud or error.In making those risk assessments the auditor considers internal financial controlrelevant to the Company's preparation of the standalone Ind AS financial statements thatgive a true and fair view in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of the accountingpolicies used and the reasonableness of the accounting estimates made by the Company'sDirectors as well as evaluating the overall presentation ofthe standalone Ind ASfinancial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the standalone Ind AS financial statements.
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone Ind AS financial statements give the informationrequired by the Act in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India including the Ind AS ofthestate of affairs (financial position) ofthe Company as at 31st March 2018 and its Loss(financial performance including other comprehensive income) its cash flows and changesin equity for the year ended on that date.
Emphasis of Matters
We draw attention to the following matters in the Notes to the financial statements:
1. Note- 12(a) and (b) to the financial statements which indicates that the company hasaccumulated losses and its net worth has been fully eroded the Company has incurred a NetLoss during current and previous years and the Company's current liabilities exceeded itscurrent assets as at the Balance Sheet date. These conditions along with other mattersset forth in Clause 5 of Note 25 indicate the existence of a material uncertainty thatmay cast significant doubt about that Company's ability to continue as a going concern.However the financial statements ofthe Company have been prepared on a going concernbasis.
2. In the meantime the Board has decided in its meeting held on 30.05.2018 that asmajor portion ofthe Company's assets has been taken over by the Bank and since operationsat all units of the Company has also been stopped and the Company did not have anycommercial activity the continuance of the corporate existence of the Company was nolonger feasible. Thus the Board decided that the Company be wound up under the provisionsof Section 271(a) ofthe Companies Act 2013 subject to approval of Members by PostalBallot and National Company Law Tribunal Kolkata Bench.
Our opinion is not modified in respect of these matters.
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 Standalone Ind AS financial statements have beenaudited by predecessor auditor who had audited the financial statements for the relevantperiod. The report of the predecessor auditor on the comparative financial information andthe opening balance sheet dated 30th May 2017 expressed an unmodified opinion.
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 section 143(11) of the CompaniesAct 2013 we give in "Annexure-A" a statement on the matters specified inparagraphs 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 beliefwere 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 ourexamination ofthose books.
(c) The Balance Sheet the Statement of Profit and Loss the Cash Flow Statement andthe Statement of Changes in Equity dealt with by this Report are in agreement with thebooks of account.
(d) In our opinion the aforesaid standalone Ind AS financial statements comply withthe Indian Accounting Standards prescribed under Section 133 ofthe Act.
(e) On the basis ofthe written representations received from the directors as on 31stMarch 2018 taken on record by the Board of Directors none ofthe 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 -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 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 financial statements as at 31st March 2018 [Refer Note No. 25(1)].
(ii) The Company did not have any long term contracts including derivative contract asat 31st March 2018.
(iii) There were no amount which were required to be transferred to the InvestorEducation and Protection Fund by the Company as at 31st March 2018 [Refer Note 25(12)].
ANNEXURE - "A" TO THE INDEPENDENT AUDITOR'S REPORT
(Referred to in Paragraph 1 under "Report on Other Legal and RegulatoryRequirements" Section of our Report ofeven date)
The Annexure referred to in Independent Auditors' Report to the members of the Companyon the financial statements forthe year ended 31st March 2018 we report that:
i. (a) The Company has maintained proper records showing full particulars includingquantitative details and situation offixed
(b) As explained to us the fixed assets have been physically verified by themanagement at reasonable intervals in a phased verification programme which in ouropinion is reasonable looking to the size of the Company. According to the informationand explanations given to us no discrepancies were noticed on such verification.
(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable properties areheld in the name of company.
ii. As explained to us inventories have been physically verified during the year bythe management which in our opinion is reasonable and discrepancies which were noticedhave been properly dealt with in the books of account.
iii. According to the information and explanations given to us the Company has notgranted any loan secured or unsecured to
companies firms Limited Liability Partnerships or other parties covered in theregister maintained under section 189 of the Companies Act 2013. Hence comment on ClauseNo. iii (a) iii (b) and iii (c) of the said order does not arise.
iv. According to the information and explanations given to us the Company has notgiven any loans investments guarantees and security and has not invested in any otherbody corporate hence the comment on the said clause of the order is not applicable.
v. According to the information and explanations given to us there is no suchdeposits taken by the Company for which directives issued by the Reserve Bank of Indiaand the provisions of sections 73 to 76 or any other relevant provisions of the CompaniesAct 2013 and the rules framed there under are required to be complied with.
vi. According to the information and explanations given to us the company is notrequired to maintain cost record under sub section (1) of section 148 of Companies Act2013 Hence comment on clause on vi of the said order is not applicable.
vii. a) According to the records of the Company and as per the information andexplanations given to us the company has been
regular in depositing undisputed statutory dues including provident fund employees'state insuranceGoods & Services Tax income-tax service tax duty of customs dutyof excise value added tax cess and other statutory dues with the appropriateauthorities. No arrears of outstanding statutory dues on the last day of the financialyear concerned exists for a period of more than six months from the date they becamepayable.
b) On the basis of our examination of the documents and records the following disputedstatutory dues which have not been deposited with the appropriate authorities are asunder:
The details regarding Income Tax disputed dues pending before Commissionerof Income Tax(Appeals) is shown below:
The details regarding the Sales Tax disputed dues pending before the Appellate andRevisional Board are as follows:
The details regarding the Excise Duty Custom Duty and Service Tax disputed dues are asfollows:
viii. The loans from Industrial Development Bank of India (IDBI) amounting to f 24.81crores and Indian
Overseas Bank (IOB) amounting to f 24.71 crores (including interest thereon) aredefaulted in repayment. The said amounts are subject to confirmation and reconciliationif any. The Company has not provided interest on the said loans w.e.f. 26.07.2017 as thesecured assets' possession was taken by the Bank under the SARFAESI Act 2002 andsubsequently the possessed assets at Gangarampur West Bengal were sold. Refer Note 13(a).
ix. To the best of our knowledge and belief and according to the information andexplanations given to us the Company has not raised any term loan and it has not raisedany money by way of initial public offer or further public offer during the year. Hencecomment on this clause in not applicable.
x. During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted audit practices in India andaccording to the information and explanation given to us we have neither come acrossinstance of fraud on or by the Company noticed or reported during the year nor have webeen informed of such case by the management.
xi. To the best of our knowledge and belief managerial remuneration has been paid andprovided in accordance with the requisite approvals mandated by the provisions of section197 read with Schedule V to the Companies Act 2013.
xii. According to the information and explanation given to us clause (xii) in respectof Nidhi Company is not applicable to the company. Hence the comment on the said clausedoes not arise.
xiii. All transactions with the related parties are in compliance with sections 177 and188 of Companies Act 2013 and have been disclosed in Notes to Accounts as required by IndAS 24. [Refer Note 25(4)]
xiv. The company has not made any preferential allotment or private placement of sharesor fully or partly convertible debentures during the year; hence comment on the saidclause of the order is not applicable.
xv. To the best of our knowledge and belief and as per the information and explanationsgiven to us the Company has not entered into any non-cash transaction with directors orpersons connected with him.
xvi. The Company is not required to be registered under section 45-IAof the ReserveBank of India Act 1934.
ANNEXURE B' TO THE INDEPENDENT AUDITOR'S REPORT
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of section143 of the Companies Act 2013 ("the Act")
(Referred to Paragraph 2(f) of Report on Other Legal and Regulatory Requirements of ourReport of even date)
We have audited the internal financial controls over financial reporting of J JExporters Ltd ("the Company") as of 31st March 2018 in conjunction with ouraudit of the Ind AS financial statements of the Company for the year ended on that date.
Management's Responsibilityfor 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 Unit considering the essential components of internal control stated inthe Guidance Note on Audit of Internal Financial Controls over Financial Reporting issuedby 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 Unit'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 Companies Act 2013.
Ourresponsibility is to express an opinion on the Company's internal financial controlsover financial reporting based on our audit. We conducted our audit in accordance with theGuidance Note on Audit of Internal Financial Controls Over Financial Reporting (the"Guidance Note") and the Standards on Auditing issued by ICAI and deemed to beprescribed under section 143(10) of the Companies Act 2013 to the extent applicable toan audit of internal financial controls both applicable to an audit of Internal FinancialControls and both issued by the Institute of Chartered Accountants of India. 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 over financial reporting was established and maintained and if suchcontrols operated effectively 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 judgment including the assessment of the risks ofmaterial misstatement of the Ind AS 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 systemoverfinancial 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 offinancial reporting and thepreparation offinancial 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 offinancial 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 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.
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 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.