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Mcleod Russel India Ltd.

BSE: 532654 Sector: Agri and agri inputs
NSE: MCLEODRUSS ISIN Code: INE942G01012
BSE 00:00 | 20 Feb 3.65 -0.07
(-1.88%)
OPEN

3.79

HIGH

3.90

LOW

3.60

NSE 00:00 | 20 Feb 3.65 -0.10
(-2.67%)
OPEN

3.75

HIGH

3.90

LOW

3.60

OPEN 3.79
PREVIOUS CLOSE 3.72
VOLUME 256535
52-Week high 96.80
52-Week low 3.60
P/E
Mkt Cap.(Rs cr) 38
Buy Price 3.61
Buy Qty 5000.00
Sell Price 3.65
Sell Qty 521.00
OPEN 3.79
CLOSE 3.72
VOLUME 256535
52-Week high 96.80
52-Week low 3.60
P/E
Mkt Cap.(Rs cr) 38
Buy Price 3.61
Buy Qty 5000.00
Sell Price 3.65
Sell Qty 521.00

Mcleod Russel India Ltd. (MCLEODRUSS) - Auditors Report

Company auditors report

To The Members of McLeod RUSSEL INDIA LIMITED

REPORT ON THE STANDALONE Ind AS FINANCIAL STATEMENTS

We have audited the accompanying standalone Ind AS financial statementsof McLeod Russel India Limited

("the Company") which comprise the Balance Sheet as at

31st March 2018 and the Statement of Profit and Loss

(including Other Comprehensive Income) the Cash Flow Statement and theStatement of Changes in Equity for the year then ended and a summary of the significantaccounting policies and other explanatory information.

MANAGEMENT'S RESPONSIBILITY FOR THE STANDALONE Ind AS FINANCIALSTATEMENTS

The Company's Board of Directors is responsible for the mattersstated in Section 134(5) of the Companies Act 2013 ("the Act") with respect tothe preparation of these standalone Ind AS financial statements that give a true and fairview of the financial position financial performance including other comprehensiveincome cash flows and changes in equity of the Company in accordance with the IndianAccounting Standards (Ind AS) prescribed under section 133 of the Act read with theCompanies (Indian Accounting Standards) Rules 2015 as amended and other accountingprinciples generally accepted in India.

This responsibility also includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding 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 adequate internalfinancial controls the accuracythat were operating effectively and completeness of theaccounting records relevant to the preparation and presentation of the standalone Ind

AS financial statements that give a true and fair view and are freefrom material misstatement whether due to fraud or error.

AUDITOR'S RESPONSIBILITY

Our responsibility is to express an opinion on these standalone Ind ASfinancial statements based on our audit

In conducting our audit we have taken into account the provisions ofthe Act the accounting and auditing standards and matters which are required to beincluded in the audit report under the provisions of the Act and the Rules made thereunderand the Order issued under section 143(11) of the Act.

We conducted our audit of the standalone Ind AS financial statements inaccordance with the Standards on Auditing specified under Section 143(10) of the Act.

Those Standards require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether the standalone

Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence aboutthe amounts and the disclosures in the standalone Ind AS financial statements. 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. In making those risk assessments the auditor considers internalfinancial control relevant to the Company's preparation of the standalone Ind

AS financial statements that give a true and fair view in order todesign audit procedures that are appropriate in the circumstances. An audit also includesevaluating the appropriateness of the accounting policies used and the reasonableness ofthe accounting estimates made by the Company's Directors as well as evaluating theoverall presentation of the standalone Ind AS financial statements.

We believe that the audit evidence obtained by us is sufficient andappropriate to provide a basis for our audit opinion on the standalone Ind AS financialstatements.

OPINION

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone Ind AS financial statements give theinformation required by the Act in the manner so required and give a true and fair view inconformity with the Ind AS and other accounting principles generally accepted in India ofthe state of affairs of the Company . as at 31st March 2018 and its profit totalcomprehensive income its cash flows and the changes in equity for the year ended on thatdate.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by Section 143(3) of the Act based on our audit wereport that:

a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit.

b) In our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet the Statement of Profit and

Loss including Other Comprehensive Income 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 with the Indian

Accounting Standards prescribed under Section 133 of the Act.

e) On the basis of the written representations received from thedirectors of the Company as on 31st March 2018 taken on record by the Board of Directorsnone of the directors is disqualified as on 31st March 2018 from being appointed as adirector in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls overfinancial reporting of the Company and the operating effectiveness of such controls referto our separate Report in "Annexure A". Our report expresses an unmodifiedopinion on the adequacy and operating effectiveness of the Company's internalfinancial controls over financial reporting.

g) With respect to the other matters to be included in theAuditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors)Rules 2014 as amended in our opinion and to the best of our information and accordingto the explanations given to us:

i. The Company has disclosed the impact of pending litigations on itsfinancial position in its standalone Ind AS financial statements

- refer Note 40(a) to the standalone Ind AS financial statements.

ii. The Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses.

iii. There has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the Company.

2. As required by the Companies (Auditor's Report) Order 2016("the Order") issued by the Central Government in terms of Section 143(11) ofthe Act we give in "Annexure B" a statement on the matters specified inparagraphs 3 and 4 of the Order.

For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(Firm's Registration
No. 117366W/W-100018)
A.Bhattacharya
Place: Kolkata (Partner)
Kolkata 30th May 2018 (Membership No. 054110)

Annexure "A" to the Independent Auditor's Report

(Referred to in paragraph 1(f) under ‘Report on Other Legal andRegulatory Requirements' section of our report of even date)

REPORT ON THE INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTINGUNDER CLAUSE (I) OF SUB-SECTION 3 OF SECTION 143 OF THE COMPANIES ACT 2013 ("THEACT")

We have audited the internal financial controls over financialreporting of McLeod Russel India Limited (the "Company") as of 31st March 2018in conjunction with our audit of the standalone Ind AS financial statements of the Companyas of and for the year ended on that date.

MANAGEMENT'S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS

The Company's management is responsible for establishing andmaintaining internal financial controls based on the internal control over financialreporting criteria established by the Company and appropriate tosufficient considering theessential components of internal control stated in the Guidance Note on Audit of InternalFinancial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India. These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively of itsbusiness including adherence to the company's policies the safeguarding of itsassets the prevention and detection of frauds and errors the accuracy and completenessof the accounting records and the timely preparation of reliable financial informationas required under the Companies Act 2013.

AUDITOR'S RESPONSIBILITY

Our responsibility is to express an opinion on the

Company's internal financial controls over financial reportingbased on our audit. We conducted our audit in accordance with the Guidance Note on Auditof Internal Financial Controls over Financial Reporting (the "Guidance Note")issued by the Institute of Chartered Accountants of India and the Standards on Auditingprescribed under Section 143(10) of the Companies Act 2013 to the extent applicable toan audit of internal financial controls. Those

Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate 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 aboutthe adequacy of the internal financial controls 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 judgement including the assessment ofthe risks of material misstatement of the financial statements whether due to fraud orerror.

We believe that the audit evidence we have obtained is a basis for ouraudit opinion on the Company's internal financial controls system over financialreporting.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING

A company's internal financial control over financial reporting isa process designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial controlover financial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures 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 FINANCIALREPORTING

Because of the inherent limitations of internal financial controls overfinancial reportingincluding the repossibility as at 31st March 2018 of collusion orimproper management override of controls material misstatements due to error or fraud mayoccur and not be detected. Also projections of any evaluation of the internal financialcontrols over financial reporting to future periods are subject to the risk that theinternal financial control over financial reporting may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or proceduresmay deteriorate.

OPINION

In our opinion to the best of our information and according to theexplanations given to us 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 on the criteria for internal financialcontrol over financial reporting established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls over Financial Reporting issued by the Institute of Chartered Accountants ofIndia.

For DELOITTE HASKINS & SELLS LLP

Chartered Accountants

(Firm's Registration

No. 117366W/W-100018)

A.Bhattacharya

Place: Kolkata

(Partner)

Kolkata 30th May 2018

(Membership No. 054110)

Annexure B to the Independent Auditor's Report

(Referred to in paragraph 2 under ‘Report on Other Legal andRegulatory Requirements' section of our report of even date)

(i) (a) The Company has maintained proper records showing fullparticulars including quantitative details and situation of property plant andequipment.

(b) The Company has a program of verification of property plant andequipment to cover all the items in a phased manner over a period of 3 years which in ouropinion is reasonable having regard to the size of the Company and the nature of itsassets. Pursuant to the program certain fixed assets were physically verified by theManagement during the year. According to the information and explanations given to us nomaterial discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and therecords examined by us and based on the examination of the registered sale deed / transferdeed / conveyance deed / court orders approving schemes of arrangements/ amalgamations andother documents provided to us we report that the title deeds comprising all theimmovable properties of land and buildings which are freehold are held in the name of theCompany as at the balance sheet date.

In respect of immovable properties of land that have been taken onlease and disclosed as property plant and equipment in the financial statementsaccording to the information and explanations given to us and the records examined by usand based on the examination of the court orders approving schemes of arrangements/amalgamantions and other documents provided to us we report that the lease agreementsare in the name of the Company where the Company is the lessee in the agreement.

Further Immovable properties of land and buildings (includingleasehold properties) whose title deeds have been pledged as security for loansguarantees etc. are held in the name of the Company based on the confirmations directlyreceived by us from lenders.

Annexure B to the Independent Auditor's Report

(Referred to in paragraph 2 under ‘Report on Other Legal andRegulatory Requirements' section of our report of even date)

(ii) As explained to us the inventories other than stocks lying withthird parties (which have substantially been confirmed) were physically verified duringthe year by the Management at reasonable intervals and no material discrepancies werenoticed on physical verification.

(iii) According to the information and explanations given to us theCompany has granted unsecured loans to companies covered in the register maintained undersection 189 of the Companies Act 2013 in respect of which:

(a) The terms and conditions of the grant of such loans are in ouropinion prima facie not prejudicial to the Company's interest.

(b) The schedule of repayment of principal and payment of interest hasbeen stipulated and repayments or receipts of principal amounts and interest have beenregular as per stipulations.

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

(iv) In our opinion and according to the information and explanationsgiven to us the Company has complied with the provisions of Sections 185 and 186 of theCompanies Act 2013 in respect of grant of loans making investments and providingguarantees and securities as applicable.

(v) According to the information and explanations given to us theCompany has not accepted any deposit during the year and had no unclaimed deposits at thebeginning of the year as per the provisions of

Sections 73 to 76 or any other relevant provisions of the CompaniesAct 2013.

(vi) The maintenance of cost records has been specified by the CentralGovernment under Section 148(1) of the Companies Act 2013. We have broadly reviewed thecost records maintained by the Company pursuant to the Companies (Cost Records and Audit)Rules 2014 as amended prescribed by the Central Government under sub-section (1) ofSection 148 of the Companies Act 2013 and are of the opinion that prima facie theprescribed cost records have been made and maintained. We have however not made adetailed examination of the cost records with a view to determine whether they areaccurate or complete.

(vii) According to the information and explanations given to us inrespect of statutory dues:

(a) The Company has generally been regular in depositing undisputedstatutory dues including Provident Fund Employees' State Insurance Income-taxGoods and Services Tax Sales Tax Service Tax Customs Duty Excise Duty Value AddedTax cess and other material statutory dues applicable to it to the appropriateauthorities.

(b) There were no undisputed amounts payable in respect of ProvidentFund Employees' State Insurance Goods and Services Tax Sales Tax Service TaxCustoms Duty Value Added Tax cess and other material statutory dues in arrears as at31st March 2018 for a period of more than six months from the date they became payableexcept for Income-tax details of which is given below:

Name of Statute

Nature of Dues

Amount (Rs. in lakhs)

Period to which the Amount Relates

Income Tax Act 1961

Corporate Dividend Tax *

344.77

2005-06 to 2007-08

*Refer Note 50 (b) to the standalone Ind AS financial statements.

(c) Details of dues of Income-tax Service Tax and Excise Duty whichhave not been deposited as on 31st March 2018 on account of disputes are given below:

Name of Statute

Nature of Dues

Forum where Dispute is Pending

Period to which the Amount Relates

Amount Involved (Rs.

Amount Unpaid (Rs. in

in lakhs)

lakhs)

Income Tax Act 1961

Tax deducted at

Commissioner of

2008-09

Source

Income tax (Appeals)

5278.00

4578.00

Finance Act 1944

Service Tax

Commissioner (Appeals)/ CESTAT

2004-05 to 2007-08

150.72

131.61

Finance Act 1944

Service Tax

Principal Commissioner of Service Tax

2008-09 to 2012-13

433.00

373.72

Finance Act 1944

Service Tax

High Court at Calcutta

2011-12 to 2014-15 1999 to 2003

445.96

438.16

Central Excise Act 1944

Excise Duty

Commissioner (Appeals)

10.75

10.75

(viii) In our opinion and according to the information and explanationsgiven to us the Company has not defaulted in the repayment of loans or borrowings to thebanks and financial institutions. The Company has not issued any debentures and does nothave any loans or borrowings from Government.

(ix) In our opinion and according to the information and explanationsgiven to us money raised by way of term loans have been applied by the Company during theyear for the purposes for which they were raised other than temporary deployment pendingapplication of proceeds.

The Company has not raised moneys by way of initial public offer orfurther public offer (including debt instruments) during the year.

(x) To the best of our knowledge and according to the information andexplanations given to us no fraud by the Company and no material fraud on the Company byits officers or employees has been noticed reported during the year.

(xi) In our opinion and according to the information and explanationsgiven to us the Company has paid / provided managerial remuneration in accordance withthe requisite approvals mandated by the provisions of section 197 read with Schedule V tothe Companies Act 2013.

(xii) The Company is not a Nidhi Company and hence reporting underclause (xii) of the CARO 2016 Order is not applicable.

(xiii) In our opinion and according to the information and explanationsgiven to us the Company is in compliance with Sections 177 and 188 of the Companies Act2013 where applicable for all transactions with the related parties and the details ofrelated party transactions have been disclosed in the standalone Ind AS financialstatements etc. as required by the applicable Indian Accounting Standards.

(xiv) During the year the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures andhence reporting under clause (xiv) of CARO 2016 is not applicable to the Company.

(xv) In our opinion and according to the information and explanationsgiven to us during the year the Company has not entered into any non-cash transactionswith its directors or directors of its subsidiary company or persons connected with themand hence provisions of Section 192 of the Companies Act 2013 are not applicable.

(xvi) The Company is not required to be registered under Section 45-IAof the Reserve Bank of India Act 1934.

For DELOITTE HASKINS & SELLS LLP

Chartered Accountants (Firm's Registration No.117366W/W-100018)

A.Bhattacharya

(Partner) (Membership No. 054110)

Place: Kolkata

Kolkata 30th May 2018