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Jyoti Ltd.

BSE: 504076 Sector: Engineering
NSE: N.A. ISIN Code: INE511D01012
BSE 00:00 | 16 Oct 24.00 1.65
(7.38%)
OPEN

25.95

HIGH

25.95

LOW

24.00

NSE 05:30 | 01 Jan Jyoti Ltd
OPEN 25.95
PREVIOUS CLOSE 22.35
VOLUME 1259
52-Week high 71.85
52-Week low 22.35
P/E
Mkt Cap.(Rs cr) 55
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 25.95
CLOSE 22.35
VOLUME 1259
52-Week high 71.85
52-Week low 22.35
P/E
Mkt Cap.(Rs cr) 55
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Jyoti Ltd. (JYOTI) - Auditors Report

Company auditors report

To the Members of Jyoti Limited

Report on the Standalone Financial Statements

We have audited the accompanying Standalone Ind AS Financial Statements of JyotiLimited ("the company") which comprise the Balance Sheet as at 31st March2018 the Statement of Profit and Loss the Cash Flow Statement and the statement ofChanges in Equity for the year then ended and a summary of significant accountingpolicies and other explanatory information.

Management's Responsibility for the 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 thefinancial position and financial performance of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standardsspecified under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014. This responsibility also includes the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding of the assets of theCompany and for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of internal financialcontrol that were operating effectively for ensuring the accuracy and completeness of theaccounting records relevant to the preparation and presentation of the FinancialStatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error which have been used for the purpose of preparation of theStandalone Ind AS Financial Statements by the Directors of the Company as aforesaid.

Auditor's Responsibility

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 there under.

We conducted our audit in accordance with the Standards on Auditing specified undersection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe Financial Statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the Financial Statements. The procedures selected depend on the auditor'sjudgment including the assessment of the risks of material misstatement of the FinancialStatements whether due to fraud or error. In making those risk assessments the auditorconsiders internal financial control relevant to the Company's preparation of theFinancial Statements that give true and fair view in order to design audit procedures thatare appropriate in the circumstances but not for the purpose of expressing an opinion onwhether the Company has in place an adequate internal financial controls system overfinancial reporting and the operating effectiveness of such controls. An audit alsoincludes evaluating the appropriateness of accounting policies used and the reasonablenessof the accounting estimates made by Company's Directors as well as evaluating the overallpresentation of the Ind AS Financial 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.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone Financial Statements give the information requiredby the 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 31st March 2018 and its Profit its cash flows and its changes inEquity Statement for the year ended on that date.

Emphasis of Matters a) Note No. 25(16) in the Ind AS Financial Statements whichindicates that In view of continued losses total erosion of the Net Worth CurrentLiabilities Exceeds Current Assets Liquidity constraint Inability to comply with theterms of loan agreements and that Lenders have under section 13 (2) of the Securitizationand Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002("SARFAESI Act") given notices to the Company in the year 2016.

There is an uncertainty about the Company's ability to continue as a going concern.

However the Company is of the view that considering ongoing operations with improvedbusiness prospects recovery of old outstanding through cut back mechanism continues toexecute orders in hand & obtain new orders despite adversities and acquisition oftotal debt of the Company due with Dena Bank by RARE ARC the Management is very positiveabout the Company's viability and optimistic about its future.

In view thereof the Financial Statements have been prepared by the Management on a‘Going Concern' basis and no adjustment is considered necessary except for theprovisions made in the books of account to the recorded assets recorded liabilitiescontingent liabilities and other commitments. b) Note No.25(13) (a)&(b) and 25 (19) ofthe Ind AS Financial Statements regarding recoverability of Trade Receivables Advancesand Impairment of Assets other than those provided for during the year which has beenconsidered good by the Management. c) Note No. 25(18) in the Ind AS Financial Statementswhich indicates that the Company has not provided interest on outstanding Bank Facilitiesamounting to Rs. 8665.95 Lakhs for the year ended on 31st March 2018 sincethe dues of the company were categorized as Non Performing Assets by all the Banks fromDecember 2015 and onwards. d) Note No. 25(17) in the Ind AS Financial Statements whichindicates that RARE Asset Reconstruction Pvt. Ltd. (RARE ARC) has acquired financialassets of the company together with all security interest including all its rights titleinterest and benefits in respect of total debt of the company with Dena Bank. In turndues with the Dena Bank has squared up and assigned to RARE ARC. Further part of thedebts due to ARC is converted into Equity Shares on 02nd May 2018.

Our opinion is not modified in respect of these matters.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Companies Act 2013 we give in the 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 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 Statement of Profit and Loss including the Statement of OtherComprehensive Income Statement of Changes in Equity and Cash Flow Statement dealt with bythis Report are in agreement with the books of account;

d) In our opinion the aforesaid standalone Ind AS Financial Statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014 and the Companies (Indian Accounting Standards) Rules2015 as amended;

e) The matters described in sub-paragraph (a) (b) (c) & (d) under the Emphasis ofMatters paragraph above in our opinion may have an effect on the functioning of theCompany; f) On the basis of written representations received from the directors as on 31stMarch 2018 and taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2018 from being appointed as a director interms of Section 164(2) of the Companies Act 2013; g) The Company has in all materialrespects an adequate internal financial controls system over financial reporting and suchinternal financial control over financial reporting were operating effectively as at 31stMarch 2018 based on the internal control over financial reporting criteriaestablished by the Company. Refer to our separate report in Annexure "B"; and;h) With respect to the other matters included in the Auditor's Report in accordance withthe rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion and to thebest of our information and according to the explanations given to us : i) The Company hasdisclosed the impact of pending litigations on its financial position in its financialstatements as referred to note no 25 (3); ii) The Company has made provision as requiredunder the applicable law or accounting standards for material foreseeable losses if anyon long term contracts including derivatives contracts; iii) There has been no delay intransferring amounts required to be transferred to the Investor Education and ProtectionFund by the Company except dividend under dispute amounting to Rs. 4.08 lakhs which issubjudice; iv) Share Application Money of Rs. 1980 lakhs outstanding since financial year2013-14.

We have been given to understand by the Management that as there was no possibility ofconverting Share Application Money into Equity Shares the Board of Directors in itsmeeting held on 14th March 2018 decided to refund the Share Application Moneyto Promoter Group Entities.

For AMIN PARIKH & CO.
Chartered Accountants
Firm Reg. No. 100332W
CA SAMIR R. PARIKH
Vadodara PARTNER
26th May 2018 M.No. 41506

Annexure-A to Auditors' Report

Annexure Referred to in Independent Auditors' Report to the members of the Company onthe standalone financial statements for the year ended 31st March 2018 wereport that:

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

(b) Fixed Assets have been physically verified by the Management during the year as perthe phased programme of physical verification of fixed assets. As informed to us theprogramme is such that all the fixed assets will get physically verified in every year. Inour opinion the same is reasonable having regard to the size of the company and the natureof its assets.

No material discrepancies were noticed on such verification.

(c) According to the information and explanation 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 the Company.

(ii) As explained to us the inventory (except those lying with contractors) has beenphysically verified by the Management at the year end. According to the information andexplanations given to us there was no material discrepancies were noticed on suchphysical verification of inventory as compared to the book records.

(iii) According to the information and explanations given to us the Company has notgranted any loans secured or unsecured to companies firms Limited LiabilityPartnerships or other parties covered in the register maintained under Section 189 of theCompanies Act 2013. Hence provisions of sub clauses (iii) (a) (b) & (c) are notapplicable to the Company.

(iv) According to information and explanations given to us the Company has compliedwith the provisions of section 185 and 186 of the Companies Act 2013 in respects ofloans investments guarantees and security.

(v) According to the information and explanations given to us the Company has notaccepted any deposits from the Public.

(vi) To the best of our knowledge and explanations provided by the management themaintenance of cost records has been prescribed by the Central Government undersub-section (1) of Section 148 of the Companies Act 2013. Such accounts and records havebeen made and are maintained by the Company.

(vii) According to the information and explanations given to us in respect of statutoryand other dues:

(a) The Company has been generally regular in depositing undisputed statutory duesincluding provident fund employees' state insurance income-tax sales-tax service taxduty of customs duty of excise value added tax cess goods and service tax and anyother material statutory dues to the appropriate authorities during the year. Based on ouraudit procedures and according to the information and explanation given to us there areno arrears of statutory dues which has remained outstanding as at 31st March2018 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us and on the basis of therecords produced before us by the Company except for the cases stated below there are nomaterial dues payable in respect of income tax or sales tax or service tax or duty ofcustoms or duty of excise or value added tax and goods & service tax which have notbeen deposited on account of any dispute.

Name of the Statute & Nature of Dues Total Demand (Rs. lakhs) Period Forum where dispute is pending
1 Income Tax Act 1961 (Income Tax)* 2850.41 2012-13 Commissioner of Income Tax (Appeals)
2 Income Tax Act 1961 (Income Tax) 80.11 2013-14 Income Tax Appellate Tribunal
3 The Central Excise Act1944 (Excise Duty) 5.74 2006 To Jan 11 Central Excise & Service Tax Appellate Tribunal – A' Bad.
3.02 Feb 2011 To Dec2011 Central Excise & Service Tax Appellate Tribunal – A' Bad.
4 The Finance Act 1994 (Service Tax) 1.60 Dec04 To Nov09 Central Excise & Service Tax Appellate Tribunal – A' Bad.
0.10 Sep13 To Jun14 The Superintendent Central Excise Customs and Service TaxVadodara
3.09 Apr05 To Mar10 Central Excise & Service Tax Appellate Tribunal – A' Bad.
184.76 July97 To Dec2000 Supreme Court of India.
116.87 July12 To Apr16 Central Excise & Service Tax Additional Commissioner Vadodara.
0.17 Apr16 To June17 Superintendent CGST & Central ExciseDiv-IRange-IV Vadodara-I.

*Refer Note No. 25(3) (b).

(viii) (a) Based on our audit procedures and as per the information and explanationsgiven by the Management the Company has delayed in payment of Devolved Letters of CreditBank Guarantee and Loan Installments to Banks. The following are the details of thedelays:

Particulars Amt during the year (Rs. Lakhs) Period of Delays (in days)
Letters of Credit Devolved 1779.43 More than 90 days
Bank Guarantee Devolved 261.30 More than 90 days
Loan Installments 441.57 More than 90 days
TOTAL AMOUNT 2482.30

(b) The Company has overdue amount as on 31st March 2018 on account ofinstallments and interest on various Term Loans Working Capital Demand Loans Letters ofCredit and Bank Guarantee Devolved of Rs. 28636.05 Lakhs.

Particulars Period of Default (in days)
Upto 90 days Above 90 days Amt. during the Year
Interests on Term Loans WCDL & CC 11602.07 11602.07
Letters of Credit Devolved 3734.92 3734.92
Installment of Term Loans 775.31 7566.99 8342.30
Technology Development Board-Installment 444.44 444.44
Loan from Asset Reconstruction Company 309.44 4202.88 4512.33
TOTAL AMOUNT 1084.75 27551.30 28636.05

(ix) The Company did not raise money by way of initial public offer or further publicoffer (including debt instruments) and term loans during the year. Accordingly paragraph3(ix) of the Order is not applicable.

(x) As per information and explanations given to us no material fraud by the Companyor any fraud on the Company by its officers or employees has been noticed or reportedduring the course of our audit.

(xi) According to the information and explanations given to us managerial remunerationhas been paid or provided in accordance with the requisite approvals mandated by theprovisions of Section 197 read with Schedule V to the Act.

(xii) According the information and explanation given to us the Company is not a NidhiCompany. Accordingly paragraph 3(xii) of the Order is not applicable.

(xiii) According to information and explanation given to us transactions with therelated parties are in compliance with sections 177 and 188 of Companies Act 2013 whereapplicable and the details of such transactions have been disclosed in the financialstatements etc. as required by the applicable accounting standards.

(xiv) According to information and explanation given to us the company has not madeany preferential allotment or private placement of shares or fully or partly convertibledebentures during the year under review.

(xv) According to information and explanation given to us the company has not enteredinto any non-cash transactions with directors or persons connected with him. Accordinglyparagraph 3(xv) of the Order is not applicable.

(xvi) The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934.

For AMIN PARIKH & CO.
Chartered Accountants
Firm Reg. No. 100332W
CA SAMIR R. PARIKH
Vadodara PARTNER
26th May 2018 M.No. 41506

Annexure – B to the Auditors' Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of JyotiLimited ("the Company") as of 31st March 2018 in conjunction withour audit of the Standalone Ind AS Financial Statements of the Company for the year endedon that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial 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 Companies Act 2013.

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 the ICAI and the Standards on Auditing issuedby ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 tothe extent applicable to an audit of internal financial controls both applicable to anaudit of Internal Financial Controls and both issued by the Institute of CharteredAccountants of India. 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.

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 systemover financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

Acompany's internal financial control over financial reporting is a process designed toprovide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of Financial Statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorizations 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.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31st March 2018based on the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India.

Emphasis of Matters

1. The accounts of Trade Receivables Trade Payables and Advances are subject toreconciliation/ confirmation. The Management does not expect any material differenceaffecting the financial statements on reconciliation.

2. The Company has not provided interest on outstanding Bank Facilities amounting toRs. 8665.95 Lakhs for the year ended on 31st March 2018 since the dues of thecompany were categorized as Non Performing Assets by all the Banks from December 2015 andonwards.

In our opinion this may have an effect on the functioning of the Company. However ouropinion is not modified in respect of these matters.

For AMIN PARIKH & CO.
Chartered Accountants
Firm Reg. No. 100332W
CA SAMIR R. PARIKH
Vadodara PARTNER
26th May 2018 M.No. 41506