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Kothari Products Ltd.

BSE: 530299 Sector: Others
NSE: KOTHARIPRO ISIN Code: INE823A01017
BSE 00:00 | 07 Dec 97.60 2.00
(2.09%)
OPEN

95.45

HIGH

99.00

LOW

92.70

NSE 00:00 | 07 Dec 93.85 -2.25
(-2.34%)
OPEN

99.00

HIGH

99.00

LOW

92.55

OPEN 95.45
PREVIOUS CLOSE 95.60
VOLUME 449
52-Week high 246.40
52-Week low 81.15
P/E 13.52
Mkt Cap.(Rs cr) 291
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 95.45
CLOSE 95.60
VOLUME 449
52-Week high 246.40
52-Week low 81.15
P/E 13.52
Mkt Cap.(Rs cr) 291
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Kothari Products Ltd. (KOTHARIPRO) - Auditors Report

Company auditors report

To

The Members of

KOTHARI PRODUCTS LIMITED

KANPUR

REPORT ON THE STANDALONE IND-AS FINANCIAL STATEMENTS

We have audited the accompanying standalone Ind-AS financial statements of KothariProducts Limited ("the Company") which comprise the Balance Sheet as at 31stMarch 2018 the Statement of Profit and Loss (including other comprehensive income) theCash Flow Statement for the year then ended the statement of changes in equity for theyear then ended and a summary of the significant accounting policies and other explanatoryinformation (herein after referred to as "standalone Ind-AS FinancialStatements").

MANAGEMENT'S RESPONSIBILITY FOR THE 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 financial performance and cash flows of the Company in accordance withthe accounting principles generally accepted in India including the Indian AccountingStandards (Ind-AS) specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2015 as amended. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding of the assets of the Company and for preventing and detecting frauds andother irregularities; 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 Ind-AS financial statements that give a true and fairview and are free from material misstatement whether due to fraud or error.

AUDITORS' 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 theaccounting and auditing standards and matters which are required to be included in theaudit report under the provisions of the Act and the Rules made thereunder. We conductedour audit in accordance with the Standards on Auditing issued by the Institute ofChartered Accountants of India as specified under Section 143(10) of the Act. ThoseStandards require that we comply with ethical requirements and plan and perform the auditto obtain reasonable assurance about whether the financial statements are free frommaterial misstatement. An audit involves performing procedures to obtain audit evidenceabout the amounts and the disclosures in the financial statements. The procedures selecteddepend on the auditor's judgment including the assessment of the risks of materialmisstatement of the Ind-AS financial statements whether due to fraud or error. In makingthose risk assessments the auditor considers internal financial control relevant to theCompany's preparation of the Ind-AS financial statements that give a true and fair view inorder to design audit procedures that are appropriate in the circumstances. An audit alsoincludes evaluating the appropriateness of the accounting policies used and thereasonableness of the accounting estimates made by the Company's Directors as well asevaluating the overall presentation of the standalone Ind-AS financial statements. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea 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 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 of the state of affairs of theCompany as at 31st March 2018 and its profit including other comprehensive income itscash flows and the changes in equity for the year ended on that date.

OTHER MATTER

The Ind AS financial statements of the Company for the year ended March 31st 2018included in these standalone financial statements have been audited by the predecessorauditor who expressed an unmodified opinion on those statements on May 23rd 2017.

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 Act 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 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 the Statement ofOther Comprehensive Income the Cash Flow Statement and the Statement of Changes in Equitydealt with by this Report are in agreement with the books of account.

(d) In our opinion the aforesaid standalone Ind-AS financial statements comply withthe Accounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014 and the Companies (Indian Accounting Standards) Rule2015 as amended;

(e) On the basis of the written representations received from the directors as on 31stMarch 2018 taken on record by the Board of Directors none of the 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 reference isinvited towards 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 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 – Refer Note 46 to the financial statements;

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.

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

For RAJIV MEHROTRA & ASSOCIATES
Chartered Accountants
Firm Registration No. 002253C
ANJANI KHETERPAL
Place: Kanpur PARTNER
Date : 26th May 2018 M.No.401701

ANNEXURE "A" TO THE INDEPENDENT AUDITORS' REPORT

(Referred to in Para 1 under ‘Report on Other legal and Regulatory Requirements'section of our report of even date)

Re: Kothari Products Ltd. we report that:

(i) a. The company is maintaining proper records showing full particulars includingquantitative details and situation of fixed assets.

b. The company has a program of physical verification of fixed assets so as to coverall the items over a period of three years. In accordance with this programme propertyplant and equipment were verified during the year and no material discrepancies werenoticed on such verification.

c. According to the information and explanations given to us and the records examinedby us and based on the registered sale deeds/transfer deeds etc. evidencing title inimmovable properties which are freehold we report that the immovable propertiescapitalized in the books of account of the company are held in its name.

(ii) a. According to the information explanations and documents produced for ourverification we report that the inventory of traded goods and immovable properties havebeen physically verified by the management at reasonable intervals during the year atvarious locations and no material discrepancies were noticed on such physicalverification.

b. The procedures of physical verification of inventories followed by the managementare reasonable and adequate in relation to the size of the company and the nature of itsbusiness.

c. The company has maintained proper records of inventory. According to the informationand explanations given to us and on the basis of our examination of records we are of theopinion that no material discrepancies were noticed on physical verification and the samehave been properly dealt with in the books of accounts.

(iii) a. That as regards the loans to entities covered in the Register maintained u/s189 of the Companies Act 2013 it is reported that:

- The company has granted unsecured loan only to its wholly owned Subsidiary during theyear under consideration.

- The loans given to the Associates are outstanding since earlier years.

- The total outstanding balance as at the close of the year in respect of such advanceswas Rs.18682 Lakhs.

b. In our opinion and according to the information and explanations given to us theterms and conditions of the grant of such loans are not prejudicial to the company'sinterest.

c. That as per the information and explanations given to us there is no repaymentschedule in respect of the short term advance given to the subsidiary and the same isrepayable on demand. That as regards the loans given to the Associate concerns as per theinformation and explanations given to us and the terms of loans/advances made by thecompany no advances are due for payment within one year from the close of the year.

d. That as per the information and explanations given to us and terms of the loansgiven by the company there are no amounts overdue on account of interest/principal.

(iv) In Our opinion and according to the information and explanations given to us thecompany has complied with the provisions of section 185 and 186 of the Companies Act 2013in respect of grant of loans making investments and providing guarantees during the yearunder audit.

(v) In our opinion and according to the information and explanations given to us thecompany has not accepted any public deposits. No Order has been passed by the Company LawBoard/National Company Law Tribunal or Reserve Bank of India.

(vi) In our opinion and according to the information and explanations given to us thecompany is not liable for maintenance of cost records u/s 148 of the Companies Act 2013.

(vii) (a) The company is regular in depositing with appropriate authorities undisputedstatutory dues including investor education protection fund income tax sales tax wealthtax service tax & customs duty and other material statutory dues applicable to it.According to the information and explanations given to us no undisputed amounts payablein respect of provident fund income tax sales tax wealth tax customs duty VAT cessand other material statutory dues were in arrears as at 31st March 2018 for a period ofmore than six months from the date they became payable.

(b) As per the information and explanations given to us and on the basis of theverification of the records of the company the statutory dues which have not beendeposited on account of disputes are as under:

Year Amount Involved Forum where pending Statute
AY 2009-10 9742800 Jurisdictional AO Kanpur Income tax
AY 2009-10 268364 Jurisdictional AO Kanpur Fringe Benefit Tax
AY 2010-11 6702710 Jurisdictional AO Kanpur Income tax
AY 2011-12 1912440 Jurisdictional AO Kanpur Income tax
AY 2013-14 168630 Jurisdictional AO Kanpur Income tax
AY 2014-15 13940 CPC Income Tax Department Bengaluru Income tax
AY 2015-16 2214110 Jurisdictional AO Kanpur Income tax
AY 2016-17 10569 Jurisdictional AO Kanpur TDS under Income Tax Law
Several years prior to AY 2016-17 433922 Jurisdictional AO Kanpur TDS under Income Tax Law

It is relevant here to mention that the proceedings in respect of the demerged‘Pan Masala Division' of the company are not being reported since as per the Orderof the Hon'ble Allahabad High Court all the assets/liabilities and pending litigationsgot transferred to the demerged entity viz. M/s Pan Parag India Limited and are theliability of the said demerged entity.

(viii) In our opinion and according to the information and explanations given to usthe company has not defaulted in repayment of dues to any financial institution BankGovernment or dues of debenture-holders.

(ix) In our opinion and according to the information and explanations given to us thecompany has applied term loans for the purposes for which the same were availed. Thecompany is a listed company. However no funds have been raised through a public offeringin the year under consideration.

(x) According to the information and explanations given to us no fraud by the companyor on the company by its officers or employees has been noticed or reported during thecourse of our audit.

(xi) In our opinion and according to the information and explanations given to us thecompany has paid/provided managerial remuneration in accordance with the requisiteapprovals mandated by the provisions of section 197 r.w. Schedule V of the Companies Act2013.

(xii) The Company is not a Nidhi Company and hence the reporting under clause (xii) ofCARO 2016 Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to usthe company has complied with Sections 177 and Section 188 of the Companies Act 2013where applicable for all transactions with related parties and the details of relatedparty transactions have been disclosed in the financial statements etc. as required by theapplicable accounting standards.

(xiv) During the year the company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures and hence reporting underclause (xiv) of CARO 2016 is not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us thecompany has not entered into any non-cash transactions with its directors or directors ofits subsidiary or associate companies or persons connected with them during the year underconsideration and hence provisions of section 192 of Companies Act 2013 are notapplicable.

(xvi) In our opinion the company is not required to be registered under Section 45-IAof the Reserve Bank of India Act 1934.

For RAJIV MEHROTRA & ASSOCIATES
Chartered Accountants
Firm Registration No. 002253C
ANJANI KHETERPAL
Place: Kanpur PARTNER
Date : 26th May 2018 M.No.401701