TO THE MEMBERS OF KOPRAN LIMITED
1 Report on the Standalone Ind AS Financial Statements
We have audited the accompanying Standalone Ind AS financial statements of KOPRANLIMITED ("the Company") which comprise the Balance Sheet as at March 31 2018the Statement of Profit and Loss (including Other Comprehensive Income) the Cash FlowStatement and the Statement of Changes in Equity for the year then ended and a summary ofthe significant accounting policies and other explanatory information (hereinafterreferred to as "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 nancial statements that give a true and fair view of the nancialposition financial performance including other comprehensive income cash ows and changesin equity of the Company in accordance with the accounting principles generally acceptedin India including the Indian Accounting Standards (Ind AS) prescribed under Section 133of the Act read with the Companies (Indian Accounting Standards) Rules 2015 as amended.
This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal nancial controlsthat were operating effectively for ensuring the accuracy and completeness of theaccounting records relevant to the preparation and presentation of the standalone Ind ASnancial statements that give a true and fair view and are free from material misstatementwhether due to fraud or error.
3 Auditor's Responsibility
Our responsibility is to express an opinion on these standalone Ind AS nancialstatements 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 speci ed 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 nancial statements are free frommaterial misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the standalone Ind AS nancial statements. The procedures selecteddepend on the auditor's judgment including the assessment of the risks of materialmisstatement of the standalone Ind AS nancial statements whether due to fraud or error.In making those risk assessments the auditor considers internal nancial control relevantto the Company's preparation of the standalone Ind AS nancial statements that give a trueand 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 of the standalone Ind AS nancialstatements.
We believe that the audit evidence we have obtained is suf cient and appropriate toprovide a basis for our audit opinion on the standalone Ind AS nancial statements.
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone Ind AS nancial 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 of thestate of affairs (financial position) of the Company as at March 31 2018 and its profit(financial performance including other comprehensive income)its cash ows and the changesin equity for the year ended on that date.
5 Other Matters
The comparative financial information of the Company for the year ended March 31 2017and the transition date opening balance sheet as at April 01 2016 included in these IndAS financial statements are based on the previously issued statutory financialstatements prepared in accordance with the Companies (Accounting Standards) Rules 2006audited by predecessor auditor whose report for the year ended March 31 2017 and March31 2016 dated May 24 2017 and May 30 2016 respectively expressed an unmodified opinionon those standalone financial statements as adjusted for the differences in theaccounting principles adopted by the Company on transition to the Ind AS which have beenaudited by us.
Our opinion is not modified in respect of these matters.
6 Report on Other Legal and Regulatory Requirements
(A) 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 Act we givein the Annexure "A" a statement on the matters specified in paragraphs 3 and 4of the Order.
(B) As required by Section 143 (3) of the Act based on our audit 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 Pro t and Loss including Other ComprehensiveIncome the Cash Flow Statement and the Statement of Changes in Equity dealt with by thisReport are in agreement with the books of account.
d) In our opinion the aforesaid standalone Ind AS financial statements comply with theIndian Accounting Standards prescribed under Section 133 of the Act.
e) On the basis of the written representations received from the directors of theCompany as on March 31 2018 taken on record by the Board of Directors none of thedirectors is disqualified as on March 31 2018 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 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 as at March 31 2018on its financial position in its standalone Ind AS financial statements Refer note no. 36to the standalone Ind AS financial statements;
(ii) As at March 31 2018 the Company did not have any outstanding long termcontracts. Provision has been made as required under the applicable law or accountingstandards for material foreseeable losses if any on derivative contracts Refer Note No.50(a) to the standalone Ind AS financial statements;
(iii) There was no amount which was required to be transferred to the InvestorEducation and Protection Fund by the Company during the year - Refer Note No. 50(b) to thestandalone Ind AS financial statements; and
(iv) The disclosure regarding details of Specified Bank Notes held and transactedduring November 08 2016 to December 30 2016 has not been made since the requirement doesnot pertain to financial year ended March 31 2018.
For KHANDELWAL JAIN & CO.
Firm Registration No.: 105049W
(S. S. SHAH) PARTNER
Membership No.: 33632
Place: Mumbai Date : May 29 2018
Annexure "A" to the Independent Auditors' Report
(Referred to in paragraph 6A under Report on Other Legal and RegulatoryRequirements' section of our report of even date)
i a The Company has maintained proper records showing full particulars includingquantitative details and situations of fixed assets.
b The fixed assets were physically verified during the year by the Management inaccordance with a regular programme of verification which in our opinion provides forphysical verification of all the fixed assets at reasonable intervals. According to theinformation and explanations given to us no material discrepancies were noticed on suchverification.
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 the Company.
ii The management has conducted physical verification of inventory once at theyear-end which in our opinion is reasonable. Discrepancies noted on physicalverification of inventories were not material and have been properly dealt with in thebooks of account. In respect of inventories lying with third parties these havesubstantially been confirmed by them.
iii According to information and explanations given to us the Company has grantedunsecured loans to a subsidiary company covered in the register maintained under Section189 of the Act. The Company has not granted any secured / unsecured loans to firms LLPsor other parties covered in the register maintained under Section 189 of the Act.
a In respect of the aforesaid loans the terms and conditions under which such loanswere granted are not prejudicial to the Company's interest.
b The repayment terms are not stipulated as the loans are repayable on demand and theparties are regular in payment of interest.
c There were no amounts outstanding as at the year end.
iv In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Sections 185 and 186 of the Act in respect ofgrant of loans making investments and providing guarantees and securities as applicable.
v According to the information and explanations given to us the Company has notaccepted any deposits during the year from the public within the meaning of sections 73 to76 of the Act or any other provisions of the Act and the rules framed there under.Accordingly paragraph 3(v) of the Order is not applicable to the Company.
vi The maintenance of cost records has been specified by the Central Government undersub-section (1) of Section 148 of the Act. We have broadly reviewed the cost recordsmaintained by the Company pursuant to the Companies (Cost Records and Audit) Rules 2014as amended prescribed by the Central Government under sub-section (1) of Section 148 ofthe Act and are of the opinion that prima facie the prescribed cost records have beenmade and maintained. We have however not made a detailed examination of the cost recordswith a view to determine whether they are accurate or complete.
vii (a) According to the information and explanations given to us and records examinedby us the Company is generally regular in depositing undisputed statutory dues includingprovident fund employees' state insurance income-tax sales-tax service tax duty ofcustoms duty of excise value added tax cess Goods and Service Tax and any othermaterial statutory dues as applicable to it with the appropriate authorities.
(b) According to information and explanations given to us there were no undisputedamounts payable in respect of Provident Fund Employees' State Insurance Income TaxSales Tax Service Tax Value Added Tax duty of Customs duty of Excise Cess Goods andService Tax and other material statutory dues in arrears as at March 31 2018 for a periodof more than six months from the date they became payable.
(c) According to the records of the Company the dues of income tax sales tax servicetax duty of customs duty of excise value added tax Goods and Service Tax which havenot been deposited on account of any dispute amount involved and the forum where disputeis pending are as under:
| || || || ||(Rs. in Lakhs) |
|Name of the Statute ||Nature of Dues ||Amount Involved (Rs. in Lakhs) ||Period to which Amount relates ||Forum where dispute is pending |
| ||Excise Duty ||8.52 ||2002-03 ||High Court |
| ||Excise Duty ||1.46 ||2011-12 || |
| ||Excise Duty ||2.70 ||2005-06 ||Joint Secretary |
| ||Excise Duty ||2.27 ||2012-13 || |
|Central Excise Act 1944 ||Excise Duty ||0.44 ||2014-15 ||Commissioner of Central Excise |
| ||Excise Duty ||1.51 ||1990-91 ||Central Excise and Service Tax |
| ||Cenvat Credit ||0.07 ||2015-16 ||Appelate Tribunal |
| ||Cenvat Credit ||1.09 ||2014-15 ||Commissioner of Goods and Service Tax |
| ||Cenvat Credit ||10.56 ||2013-14 || |
| ||Cenvat Credit ||91.66 ||2013-14 ||High Court Mumbai |
| || ||38.99 ||2001-02 || |
|Service Tax Act Chapter V of the Finance Act 1994 Drug Price Control Order-95 (DPCO - 95) ||Service Tax || || ||High Court Mumbai |
| || ||475.00 ||2006-07 || |
| ||Difference in Pricing ||591.34 ||2002-03 ||High Court Mumbai |
viii In our opinion and according to the information and explanations given to us theCompany has not defaulted in the repayment of loans or borrowings to banks and financialinstitutions and there are no loans or borrowings from Government and the Company has notissued any debentures.
ix The Company has not raised money by way of initial public offer or further publicoffer (including debt instruments) during the year. In our opinion and according to theinformation and explanations given to us the term loans have been applied for the purposefor which they were raised.
x During the course of our examination of the books and records of the Company carriedout in accordance with the generally accepted auditing practices in India and accordingto the information and explanations given to us no material fraud by the Company or onthe Company by its officers or employees has been noticed or reported during the yearnor have we been informed of any such case by the management.
xi According to the information and explanations given to us and the books of accountsverified by us the Managerial remuneration has been paid and provided by the Company inaccordance with the requisite approvals mandated by the provisions of section 197 readwith the Schedule V to the Companies Act 2013.
xii In our opinion and according to the information and explanations given to us theCompany is not a Nidhi Company. Accordingly paragraph 3(xii) of the said Order is notapplicable to the Company.
xiii According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with Sections 177 and 188 of the Act where applicable and the details of suchtransactions have been disclosed in the standalone Ind AS financial statements as requiredby the applicable accounting standards.
xiv According to information and explanations given to us and based on our examinationof the records of the Company during the year the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year. Accordingly paragraph 3(xiv) of the said Order is not applicable to theCompany.
xv 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 nay non-cashtransactions for acquisition of assets for consideration other than cash referred to insection 192 of the Act with its directors or persons connected with them.
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 KHANDELWAL JAIN & CO.
Firm Registration No.: - 105049W
S. S. SHAH Partner
Membership No. 33632
Place: - Mumbai
Date : - May 29 2018
Annexure "B" to the Independent Auditors' Report
(Referred to in paragraph 6B(f) under Report on Other Legal and RegulatoryRequirements' section of our report of even date)
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 (the Act')
We have audited the internal financial controls over financial reporting of KOPRANLIMITED ("the Company") as of March 31 2018 in conjunction with our auditof the standalone Ind AS financial statements of the Company for the year ended on thatdate.
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 Control 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 the Company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Act.
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 Reportingissued by the Institute of Chartered Accountants of India and the Standards on Auditing asspecified under Section 143 (10) of the Act to the extent applicable to an audit ofinternal financial controls. Those standards and the Guidance Note require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether adequate internal financial controls over financial reporting wereestablished and maintained and if such controls operated effectively in all materialrespects. Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial control system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures 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 systemover financial 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 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 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 the 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; (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.
In our opinion to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 31 2018 based on the criteria forinternal control over financial reporting established by the Company considering theessential components of internal controls stated in the Guidance Note.
For KHANDELWAL JAIN & CO.
Firm Registration No.: - 105049W
S. S. SHAH Partner
Membership No. 33632
Place: - Mumbai
Date : - May 29 2018