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KDDL Ltd.

BSE: 532054 Sector: Others
NSE: KDDL ISIN Code: INE291D01011
BSE 00:00 | 12 Oct 412.35 0
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NSE 09:34 | 16 Oct 397.90 -7.80
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OPEN 405.00
PREVIOUS CLOSE 412.35
VOLUME 5078
52-Week high 621.00
52-Week low 224.45
P/E 31.17
Mkt Cap.(Rs cr) 480
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 405.00
CLOSE 412.35
VOLUME 5078
52-Week high 621.00
52-Week low 224.45
P/E 31.17
Mkt Cap.(Rs cr) 480
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

KDDL Ltd. (KDDL) - Auditors Report

Company auditors report

To the Members of KDDL Limited

1. Report on Audit of the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of KDDL Limited('the Company') which comprise the Balance Sheet as at 31 March 2018 the Statement ofProfit and Loss the Statement of Changes in Equity and the Cash Flow Statement for theyear then ended and summary of the significant accounting policies and other explanatoryinformafi'on (hereinafter referred to as 'the standalone Ind AS financial statements').

2. Management's Responsibility for the Standalone Ind AS 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 profit or loss and including other comprehensive income changes in equity andcash flows of the Company in accordance with the accounting principles generally acceptedin India including the Indian Accounting Standards ('Ind AS') prescribed under Section133 of the Act.

This responsibility also includes maintenance of adequate accounfing records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecfing frauds and other irregularifies; selecfion and applicafion ofappropriate accounfing policies; making judgments and estimates that are reasonable andprudent; and design implementafi'on and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounfing records relevant to the preparation and presentafi'on of the standaloneInd AS financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the standalone Ind AS financial statements management is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounfing unlessmanagement either intends to liquidate the Company or to cease operations or has norealisfi'c alternative but to do so.

3. 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 theaccounfing and audifi'ng standards and matters which are required to be included in theaudit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Audifi'ng specified underSecfi'on 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 standalone Ind AS financial statements are free from 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 whetherdue to fraud or error.In making those risk assessments the auditor considers internal financialcontrol relevantto the Company's preparafi'on of the standalone Ind AS financial statements that give atrue and fairview in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of the accounfingpolicies used and the reasonableness of the accounfing estimates made by the Company'sDirectors as well as evaluating the overall presentafi'on of the standalone Ind ASfinancial statements.

We are also responsible to conclude on the appropriateness of management's use of thegoing concern basis

of accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the entity'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in the auditor's report to the related disclosures inthe standalone Ind AS financial statements or if such disclosures are inadequate tomodify the opinion. Our conclusions are based on the audit evidence obtained up to thedate of the auditor's report. However future events or conditions may cause an entity tocease to continue as a going concern.

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.

4. Opinion

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 inIndia of the state of affairs of theCompany as at 31 March 2018 and its profit and including other comprehensive incomechanges in equity and its cash flows for the year ended on that date.

5. Other matter

The comparative financial information of the Company for the year ended 31 March 2017and the transition date opening Balance Sheet as at 1 April 2016 included in thesestandaloneInd AS financial statements are based on the previously issued statutoryfinancial statements prepared in accordance with the Companies (Accounting Standards)Rules 2006 audited by the predecessor auditor whose report for the year ended31 March2017 and 31 March 2016 dated 30 May 2017 and 30 May 2016 respectively expressed anunmodified opinion on those standalone financial statements as adjusted for thedifferences in the accounting principles adopted by the Company on transition to the IndAS which have been audited by us.

Our opinion is not modified in respect of the above matter.

6. Report on Other Legal and Regulatory Requirements

(i) 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 4 of the Order.

(ii) 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 the Statement of Changes inEquity and theCash Flow Statement dealt with by this Report are in agreement with thebooks of account.

d) In our opinion the aforesaid standalone Ind AS financial statements comply with theInd As specified under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on 31March 2018 taken on record by the Board of Directors none of the directors isdisqualified as on 31 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 with reference toStandalone Ind AS financial statements of the Company and the operating effectiveness ofsuch controls refer to our separate report in Annexure 'B'.

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 information and according to the explanations given to us:

(i) The Company has disclosed the impact of pending litigations on its financialposition in its standalone Ind AS financial statements. Also refer to Note 37 to thestandalone Ind AS financial statements.

(ii) The Company did not have any long-term contracts including derivative contractsfor which there were any material foreseeable losses.

(iii) There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company.

(iv) The disclosures in the standalone Ind AS financial statements regarding holdingsas well as dealings in specified bank notes during the period from 8 November 2016 to 30December 2016 have not been made since they do not pertain to the financial year ended 31March 2018. However amounts as appearing in the audited Standalone financial statementsfor the year ended31 March 2017 have been disclosed. Also refer to Note 42 to thestandalone Ind AS financial statements.

For B S R & Co. LLP
Chartered Accountants
Firm Registrafion No.: 101248W/W-100022
Pravin Tulsyan
Place: Gurugram Haryana Partner
Date:14 May 2018 Membership No.: 108044

Annexure 'A' referred to in paragraph 6(I) of the Independent Auditors' Report to theMembers of the Company for the year ended 31 March 2018 we report that:

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

(b) According to the informafi'on and explanations given to us the Company has aregular programme of physical verification of its fixed assets by which fixed assets areverified in a phased manner over a period of three years. In accordance with thisprogramme certain fixed assets were verified during the year. In our opinion thisperiodicity of physical verificafion is reasonable having regard to the size of theCompany and the nature of its assets. As informed to us the discrepancies nofi'ced onsuch verificafion were not material and have been properly adjusted in the books ofaccount.

(c) According to the informafi'on and explanafi'ons given to us and on the basis of ourexaminafi'on of the records of the Company the title deeds of immovable properties areheld in the name of the Company except for the following which are not held in the name ofthe Company:

Particulars Total number of cases Whether leasehold / freehold Gross block as at

31 March 2018 (Rs. in lakhs)

Net block as at

31 March 2018 (Rs. in lakhs)

Remarks
Land 1 Leasehold 5.67 5.67 The management is completing formalities for transferring the title deeds.

(ii) According to the informafi'on and explanafi'on given to us the inventoriesexcept goods-in-transit and stocks lying with third parties have been physically verifiedby the management during the year. In our opinion the frequency of such verificafion isreasonable. For stocks lying with third parfi'es at the year-end written confirmafi'onshave been obtained. As informed to us the discrepancies nofi'ced on verificafion betweenthe physical stocks and the book records were not material and have been properly adjustedin the books of account.

(iii) According to the informafi'on and explanafi'ons given to us the Company hasgranted loans secured or unsecured to companies covered in the Register maintained underSection 189 of the Act in respect of which:

(a) The terms and conditions of the grant of such loans are in our opinion primafacie not prejudicial to the Company's interest.

(b) The schedule of repayment of principal and payment of interest has been stipulatedand repayments or receipts of principal amounts and interest have been regular as persfi'pulafi'ons.

(c) There is no amount overdue for more than 90 days at the balance sheet date.

The Company has not granted loans secured or unsecured to limited liabilitypartnership and other parfi'es covered in the Register maintained under Section 189 of theAct. Further there are no firms required to be covered in the Register maintained underSection 189 of the Act.

(iv) According to the informafi'on and explanafi'ons given to us in respect of loansguarantees and investments made by the Company the provisions of secfi'on 185 and 186 ofthe Act have been complied with.

(v) In our opinion and according to the informafi'on and explanafi'ons given to us theCompany has complied with the provision of Sections 73 to 76 or any other relevantprovisions of the Act and the rules framed there under

where applicable the directives issued by the Reserve Bank of India as applicable withregard to deposits accepted from the public. As informed to us there have been noproceedings before the Company Law Board or National Company Law Tribunal and Reserve Bankof India or any court or any other tribunal in this matter and no order has been passed byany of the aforesaid authorities in this regard.

(vi) We have broadly reviewed the books of accounts maintained by the Company pursuantto the rules prescribed by the Central Government for maintenance of cost records underSection 148(1) of the Act in respect of its manufactured goods and are of the opinion thatprima facie the prescribed accounts and records have been made and maintained. Howeverwe have not carried out a detailed examination of the records with a view to determinewhether these are accurate or complete.

(vii) (a) According to the information and explanations given to us and on the basis ofour examinatton of the records of the Company amounts deducted / accrued in the books ofaccount in respect of undisputed statutory dues including Provident fund Employees' StateInsurance Income-Tax Sales Tax Service Tax Duty of Excise Duty of Customs CessValue Added Tax and other statutory dueshave generally been regularly deposited during theyear with the appropriate authorises though there have been slight delays in a few casesof Income tax and Professional tax.

According to the informatton and explanations given to us no undisputed amountspayable in respect of Provident fund Employees' State Insurance Income-Tax Sales TaxService Tax Duty of Excise Duty of Customs Value Added Tax and other material statutorydues were in arrears as at 31 March 2018 for a period of more than six months from thedate they became payable.

(b) According to the informatton and explanattons given to us there are no dues ofIncome-Tax Sales Tax Service Tax Duty of Excise Duty of Customs Value Added Tax andcess which have not been deposited with the appropriate authorises on account of anydispute except as menttoned below:

Name of the

Statute

Nature of Dues Amount

disputed*

Amount d eposited* Period to which the amount relates Forum where the dispute is pending
Finance Act 1994 Service tax 42.64 - October 2008- May 2013 Commissioner

(Appeals)

Finance Act 1994 Service tax 24.72 - - Commissioner

(Appeals)

Finance Act 1994 Service tax 9.56 June 2009 - September 20 13 Commissioner

(Appeals)

Finance Act 1994 Service tax 2.54 - October 2013 - August 2014 Commissioner

(Appeals)

Finance Act 1994 Service tax 2.69 September

2014 -June

2015

Commissioner

(Appeals)

Finance Act 1994 Service tax 2.33 - June 2015 - June 2016 Commissioner

(Appeals)

Income Tax Act 1961 Income tax 40.46 40.46 FY 2003-04 Income Tax Appellate Tribunal New Delhi
Income Tax Act 1961 Income tax 132.03 FY 2004-05 Income Tax Appellate Tribunal New Delhi

 

Name of the Statute Nature of Dues Amount disputed* (Rs. in lakhs) Amount deposited* Rs. in lakhs) Period to which the amount relates Forum where the dispute is pending
Income Tax Act 1961 Income tax 106.25 98.16 FY 2005-06 Income Tax Appellate Tribunal New Delhi
Income Tax Act 1961 Income tax 1.87 FY 2007-08 Income Tax Appellate Tribunal New Delhi
Income Tax Act 1961 Income tax 4.01 FY 2008-09 Income Tax Appellate Tribunal New Delhi
Income Tax Act 1961 Income tax 21.01 FY 2009-10 Income Tax Appellate Tribunal New Delhi
Income Tax Act 1961 Income tax 29.72 FY 2010-11 Income Tax Appellate Tribunal New Delhi
Income Tax Act 1961 Income tax 71.02 FY 2011-12 Commissioner of Incometax (Appeals) New Delhi

* amount as per demand orders including interest and penalty wherever indicated in theorder.

(viii) According to the records of the Company examined by us and the information andexplanations given to us the Company has not defaulted in repayment of loans orborrowings to its bankers or to any financial institutions. The Company did not have anyloans or borrowings from government and has not issued any debentures during the year.

(ix) According to the informafi'on and explanafi'ons given to us and on the basis ofour examination of the records of the Company the term loans taken during the year havebeen applied for the purposes for which they were obtained. As informed to us the Companyhas not raised any other moneys by way of initial public offer or further public offer(including debt instruments).

(x) According to the informafi'on and explanafi'ons given to us no fraud by theCompany or on the Company by its officers or employees has been nofi'ced or reportedduring the course of our audit for the year.

(xi) According to the informafi'on and explanafi'ons given to us and on the basis ofour examination of the records of the Company the managerial remuneration has been paidor provided by the Company in accordance with the provision of secfi'on 197 read withSchedule V of the Act.

(xii) According to the informafi'on and explanafi'ons given to us the Company is not aNidhi Company. Accordingly paragraph 3 (xii) of the Order is not applicable.

(xiii) According to the informafi'on and explanafi'ons given to us and on the basis ofour examination of the records of the Company transactions with the related parties arein compliance with secfi'on 177 and 188 of the Act where applicable and the details havebeen disclosed in the standalone Ind AS financial statements as required by theapplicable accounfi'ng standards.

(xiv) According to the information and explanations given to us the Company has dulycomplied with the requirements of section 42 of the Act in respect of preferentialallotment of shares made during the year. The Company has neither made any privateplacement of shares nor issued any fully or partly convertible debentures during the year.The proceeds from issue of equity shares amountingto Rs. 225 lakhs which has beenreceived during the year have been used for the purposes for which the funds were raised.

(xv) According to the information and explanations given to us the Company has notentered into any non-cash transactions with the directors or persons connected with themduring the year. Accordingly paragraph 3(xv) of the Order is not applicable.

(xvi) According to the information and explanations given to us the Company is notrequired to be registered under Section 45-IA of the Reserve Bank of India Act 1934.

For B S R & Co. LLP
Chartered Accountants
Firm Registration No.: 101248W/W-100022
Pravin Tulsyan
Place: Gurugram Haryana Partner
Date: 14 May 2018 Membership No.: 108044

Annexure B referred to in paragraph 6(ii)(f) to the Independent Auditor's report to theMembers of KDDL Limited being report on the Internal Financial Controls under Clause (i)of Sub-section 3 of Section 143 of the Act

We have audited the internal financial controls with reference to standalone Ind ASfinancial statements of KDDL Limited ("the Company") as of 31 March 2018 inconjunction with our audit of the standalone Ind AS financial statements of the Companyfor the year ended on 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 with reference to financial statementscriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the "Guidance Note") issued by the Insfitute of Chartered Accountantsof India ('ICAI'). These responsibilities include the design implementafion andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence toCompany's policies the safeguarding of its assets the prevention and detecfion of fraudsand errors the accuracy and completeness of the accounting records and the fimelypreparation of reliable financial information as required under the Act.

Auditors' Responsibility

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 Guidance Note and the Standards on Auditing issued by ICAI anddeemed to be prescribed under secfion 143(10) of the Act to the extent applicable to anaudit of internal financial controls both applicable to an audit of Internal FinancialControls and both issued by the ICAI. Those Standards and the Guidance Note require thatwe comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls with reference to StandaloneInd AS financial statements 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 with reference to standalone Ind AS financialstatements and their operafing effectiveness. Our audit of internal financial controlswith reference to standalone Ind AS financial statements included obtaining anunderstanding of internal financial controls with reference to standalone Ind AS financialstatements assessing the risk that a material weakness exists and testing and evaluatingthe design and operafing effecfi'veness of internal control based on the assessed risk.The procedures selected depend on the auditor's judgment including the assessment of therisks of material misstatement of the standalone Ind AS financial statements whether dueto 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 systemwith reference to standalone Ind AS financial statements.

Meaning of Internal Financial Controls with reference to standalone Ind AS FinancialStatements

A company's internal financial control with reference to standalone Ind AS financialstatements is a process designed to provide reasonable assurance regarding the reliabilityof financial reporfi'ng and the preparation of standalone Ind AS financial statements forexternal purposes in accordance with generally accepted accounfi'ng principles. Acompany's internal financial control with reference to standalone Ind AS financialstatements 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 standalone Ind ASfinancial statements in

accordance 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 standalone Ind AS financialstatements.

Inherent Limitations of Internal Financial Controls with reference to standalone Ind ASFinancial Statements

Because of the inherent limitations of internal financial controls with reference tostandalone Ind AS financial statements including the possibility of collusion or impropermanagement override of controls material misstatements due to error or fraud may occurand not be detected. Also projections of any evaluation of the internal financialcontrols with reference to standalone Ind AS financial statements to future periods aresubject to the risk that the internal financial control with reference to standalone IndAS financial statements 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 with reference to standalone Ind AS financial statements andsuch internal financial controls with reference to standalone Ind AS financial statementswere operating effectively as at 31 March 2018 based on the internal control withreference to standalone Ind AS financial statements criteria established by the Companyconsidering the essential components of internal control stated in the Guidance NoteonAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India.

For B S R & Co. LLP
Chartered Accountants
Firm Registration No.: 101248W/W-100022
Pravin Tulsyan
Place: Gurugram Haryana Partner
Date: 14 May 2018 Membership No.: 108044