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Meera Industries Ltd.

BSE: 540519 Sector: Industrials
NSE: N.A. ISIN Code: INE343X01018
BSE 00:00 | 22 Sep 69.00 -2.95
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NSE 05:30 | 01 Jan Meera Industries Ltd
OPEN 72.00
PREVIOUS CLOSE 71.95
VOLUME 8400
52-Week high 112.75
52-Week low 30.10
P/E 33.17
Mkt Cap.(Rs cr) 74
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 72.00
CLOSE 71.95
VOLUME 8400
52-Week high 112.75
52-Week low 30.10
P/E 33.17
Mkt Cap.(Rs cr) 74
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Meera Industries Ltd. (MEERAINDUSTRIES) - Auditors Report

Company auditors report

TO THE MEMBERS OF MEERA INDUSTRIES LIMITED

Report on the Standalone Financial Statements

Opinion

We have audited the accompanying Standalone Financial Statements of MEERA INDUSTRIESLIMITED ("the company") which comprise the Balance Sheet as at 31st March 2020the Statement of Profit and Loss and Statement of cash flows for the year then ended andnotes to the standalone financial statements including a summary of significantaccounting policies and other explanatory information. (hereinafter referred to as"the standalone financial statements")

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 Companies Act 2013 ("the Act") in the manner so required and give a trueand fair view in conformity with the Accounting Standards prescribed under section 133 ofthe Act read with the Companies (Accounting Standards) Rules. 2006 and other accountingprinciples generally accepted in India of the state of affairs of the Company as at March312020 and profit / loss and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with theStandards on Auditing (SAs) specified under section 143(10) of the companies Act 2013.Our responsibilities under those standards are further described in the Auditor'sResponsibilities for the Audit of the standalone Financial Statements section of ourreport. We are independent of the Company in accordance with the Code of Ethics issued bythe Institute of Chartered Accountants of India together with the ethical requirementsthat are relevant to our audit of the standalone financial statements under the provisionsof the Companies Act 2013 and the Rules thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and the ICAI's Code ofEthics. We believe that the audit evidence we have obtained is sufficient and appropriateto provide a basis for our audit opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone financial statements of the current period.These matters were addressed in the context of our audit of the standalone financialstatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters. We have determined the matters described below to theKey Audit Matters to be communicated in our report.

S.No. Key Audit Matter How the matter was addressed in our audit
1. Evaluation of uncertain Tax positions Obtained details of completed VAT tax assessment and demand for the year ended March 312020 from management.
The company has material uncertain tax positions including matters under dispute which involves significant judgment to determine the possible outcome of the said dispute. Refer Note No. 43 to the standalone financial statements We involved our internal experts to challenge the management's underlying assumptions in estimating the tax provision and the possible outcome of the dispute. Our internal experts also considered legal precedence and other rulings in evaluating management's position on this uncertain tax position. Additionally we considered the effect of new information in respect of uncertain tax position as at 01.04.2019 to evaluate whether any change was required to management's position on this uncertainties.
2. The company has material estimation involved in recognition and measurement of exhibition expenses. This includes establishing the prepaid and / accrual of expenses at the year end which are based on the timing of exhibition being held in India or outside India involvement of foreign currency payment outside India reimbursement of various expenses incurred by the employees. Our Audit procedures included :
a) Testing the design implementation and effectiveness of the Company's general control of booking of expenses. They cover control over the system of accruing and recognizing the expenses by proper verification and authorization of incurring the expenses.
b) Inspecting and verification on sample basis the documents related to the exhibition expenses to determine the quantum of expenses and its recording in the books of accounts on accrual basis.
There is a risk of expenses being overstated due to the mistake in recording the expenses by overlooking the timing of the exhibition held. c) Performing substantive testing by selecting samples of various documentary evidences related to the exhibition expenses recorded during the year.
d) Critically assessing the manual journal entries posted to the GL on a sample basis to identify unusual items if any.
We indentified the evaluation accrual of exhibition expenses as a key audit matter. e) Checking completeness and accuracy of the data used by the Company for accrual of the Exhibition expenses.

Other Information

The company's management and Board of Directors are responsible for the preparation ofthe other information. The other information comprises the information included in thecompany's annual report management discussion and analysis Board's report includingAnnexures to Board's report but does not include the standalone Financial Statements andour auditor's report thereon.

Our opinion on the Standalone Financial Statements does not cover the other informationand we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements our responsibilityis to read the other information and in doing so consider whether the other informationis materially inconsistent with the Standalone Financial Statements or our knowledgeobtained during the course of our audit or otherwise appears to be materially misstated /inconsistent.

If based on the work we have performed we conclude that there is materialmisstatement of this other information we are required to report that fact. We havenothing to report in this regard.

Management's and Board of Director's Responsibility for the Standalone FinancialStatements

The Company's management and Board of Directors are responsible for the matters statedin section 134(5) of the Companies Act 2013 ("the Act") with respect to thepreparation of these standalone financial statements that give a true and fair view of thefinancial position financial performance and cash flows of the Company in accordance withthe Accounting Standards specified under Section 133 of the Act and other accountingprinciples generally accepted in India. This responsibility also includes the maintenanceof adequate accounting records in accordance with the provision of the Act forsafeguarding of the assets of the Company and for preventing and detecting the frauds andother irregularities; selection and application of appropriate implementation andmaintenance of accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the standalonefinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the standalone financial statements management and Board of Directors areresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the company's financialreporting process.

Auditor's Responsibility for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalonefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an Auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

•Identify and assess the risks of material misstatement of the standalonefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

• Obtain an understanding of internal financial controls relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls with reference to financial statements inplace and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures in the standalone financial statementsmade by management and the Board of Directors .

• Conclude on the appropriateness of management and Board of Directors use of thegoing concern basis of accounting and based on the audit evidence obtained whether amaterial uncertainty exists related to events or conditions that may cast significantdoubt on the Company's ability to continue as a going concern. If we conclude that amaterial uncertainty exists we are required to draw attention in our auditor's report tothe related disclosures in the standalone financial statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor's report. However future events or conditions maycause the Company to cease to continue as a going concern.

• Evaluate the overall presentation structure and content of the standalonefinancial statements including the disclosures and whether the standalone financialstatements represent the underlying transactions and events in a manner that achieves fairpresentation. .

Materiality is the magnitude of misstatements in the standalone financial statementsthat individually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the financial statements may be influenced. We considerquantitative materiality and qualitative factors in (i) planning the scope of our auditwork and in evaluating the results of our work; and (ii) to evaluate the effect of anyidentified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the standalone financial statementsof the current period and are therefore the key audit matters. We describe these mattersin our auditor's report unless law or regulation precludes public disclosure about thematter or when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

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 mattersspecified in the paragraph 3 and 4 of the Order to the extent applicable.

2. (A) 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 appears from our examination of those books ;

c. The standalone Balance Sheet the standalone Statement of Profit and Loss and thestandalone Cash Flow Statement dealt with by this Report are in agreement with therelevant books of account;

d. In our opinion the aforesaid Standalone Financial Statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014 ;

e. On the basis of written representations received from the directors as on 31stMarch 2020 taken on record by the Board of Directors none of the directors aredisqualified as on 31st March 2020 from being appointed as a director in terms ofSection 164(2) of the Act; and

f. With respect to the adequacy of the internal financial controls over financialreporting of financial statements of the Company and the operating effectiveness of suchcontrols refer to our separate report in "Annexure B". Our report expresses anunmodified opinion on the adequacy and operating effectiveness of the Company's internalfinancial controls over financial reporting.

(B) With respect to the other matters to be included in the Auditor's Report inaccordance with the requirements of section 197(16) of the Act :

In our opinion and to the best of our information and according to the explanationsgiven to us the remuneration paid by the Company to its directors during the current yearis in accordance with the provisions of section 197 of the Act.

The remuneration paid to any director is not in excess of the limits laid down undersection 197 of the Act. The Ministry of Corporate Affairs has not prescribed other detailsunder section 197(16) which are required to be commented upon by us.

(C) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditor's) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

1. The Company has disclosed the impact of pending litigations as at 31st March 2020on its financial position in its standalone financial statements - Refer Note 40 to thefinancial statements.

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

3. There has been no delay in transferring amounts required to be transferred to theInvestor Education and Protection fund by the company

for K A SANGHAVI AND CO LLP
Chartered Accountants
FRN : 0120846W/W100289
Place : SURAT
Date : 10/07/2020 AMISH ASHVINBHAI SANGHAVI
PARTNER
M. NO. 101413
ICAI UDIN : 20101413AAAACP8196

ANNEXURE A

To the Independent Auditor's Report on the Standalone financial statements of MEERAINDUSTRIES LIMITED for the year ended 31ST March 2020.

(Referred to in paragraph 1 under the heading "Report on other legal andregulatory requirements" section of our report of even date)

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

b. The company has a regular programme of physical verification of its assets by whichall assets are verified in a phased manner over a period of 2 years. In accordance withthis programme a portion of fixed assets has been physically verified by the managementduring the year and no material discrepancies have been noticed on such verification. Inour opinion this periodicity of physical verification is reasonable having regard to thesize of the company and the nature of its assets. .

c. According to the information and explanations given by the management the titledeeds of immovable properties as disclosed in Note No. 10 "Tangible Assets"under "Property Plant and Equipments" to the Standalone Financial Statementsare held in the name of the Company except in the following cases. .

(Amount in crores)

S.No. Particulars Free hold land Total
1 Gross Block As on 31.03.2020 4.22 4.22
2 Net Block As on 31.03.2020 4.22 4.22
3 Total Number of cases 1 1

The Above land situated in GIDC Sachin and the transfer process is pending at GIDC andhence the title deeds could not be in the name of the company.

II. a. The management has conducted physical verification of inventory exceptgoods-in-transit at reasonable intervals during the year ..

b. The procedures of physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the Company and the nature of itsbusiness. In respect of inventory lying with third parties these have substantially beenconfirmed by them.

c. The Company is maintaining proper records of inventory and no material discrepancieswith book records were noticed on physical verification. .

III. According to the information and explanations given to us the Company has notgranted loans secured or unsecured to companies firms Limited Liability Partnerships orother parties covered in the register maintained under section 189 of the Companies Act2013. Accordingly provisions of clauses 3(iii) (a) (b) & (c) of the Order are notapplicable to the Company and hence not commented upon.

IV. The company has not granted any loans or provided any guarantees or security to theparties covered under section 185 of the Act. The company has complied with the provisionsof Section 186 of the Act in respect of investments made or loans or guarantee orsecurity provided to the parties covered under section 186.

V. According to information and explanations given to us the Company has not acceptedany deposits from the public within the meaning of directives issued by Reserve Bank ofIndia provisions of Section 73 to 76 of the Act any other relevant provisions of the Actand the relevant Rules framed thereunder. Hence the provisions of clause 3(v) of theOrder are not applicable to the Company and hence not commented upon.

VI. The provisions of The Companies (Cost Records and Audit) Rules 2014 as amended bythe Companies (cost records and audit) Amendment Rules 2016 read with provisions of Sec.148(1) of The Companies Act 2013 for the maintenance of cost records are not applicableto the company. Hence the Company is not required to maintain Cost Records and hence notrequired to get the cost audit done as per the provisions of The Companies (Cost Recordsand Audit) Rules 2014

VII. a. According to the information and explanations given to us and the records ofthe company examined by us in our opinion the Company is generally regular in depositingthe undisputed statutory dues including provident fund employees' state insuranceincome-tax customs duty GST cess professional tax and other material statutory duesapplicable to it with appropriate authorities. However there has been a slight delay infew cases. .

According to the information and explanations given to us no undisputed amountspayable in respect of provident fund employees' state insurance income-tax customsduty GST cess professional tax and other material statutory dues were in arrears as at31ST March 2020 for a period of more than six months from the date they became payable. .

b. According to the information and explanations given to us there are no dues ofincome tax sales tax VAT service tax GST customs duty Central Excise Duty which havenot been deposited with the appropriate authorities on account of any dispute other thanthose mentioned hereunder.

Nature of statute Nature of Dues Amount unpaid Period to which the amount relates (Assessment Year) Forum where Dispute is pending
Gujarat Value Added Tax Act 2003 Demand r aised und er the assessment regarding Guj. Value Added Tax and Input tax credit along with Interest and Penalty. 1252464/- (1302464 - 50000 paid during the year) 2006-2007 Hon. Tribunal Commercial Tax Gujarat State Ahmedabad

VIII. According to the information and explanations given to us the company has nottaken any loans or borrowings from any financial institutions bank or Government nor hasit issued any Debentures or outstanding during the year. Hence the provisions of clause3(viii) of the Order are not applicable to the Company and hence not commented upon. .

IX. During the year under reporting the company has raised money by way of FurtherPublic Offer (FPO). In our opinion and according to the information and explanations givento us and on the basis of our examination of the records of the company the amount raisedthrough FPO by the Company have been applied for the purpose for which they were raised.The company has used the funds raised through FPO for the purposes of expansion ofmanufacturing facilities at Sachin which was required to be utilized during F.Y 2019-20 asexplained in the Prospectus (Page No. 58 to 63 of Prospectus). However out of the totalamount raised through FPO Rs. 3.56 Crores were paid to contractor for construction of thefactory building at Plot No. 2127. The said contractor has not completed the work andhence the company has cancelled the contract with contractor and claimed compensation fromcontractor. .

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. According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has paid/provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofSection 197 read with Schedule V to the Act.

XII. In our opinion and accQording to the information and explanations given to us thecompany is not a Nidhi company. Accordingly the provisions of clause 3(xii) of the Orderare not applicable to the Company and hence not commented upon. .

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 Section 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the notes to the standalone financial statements asrequired by the applicable accounting standards. .

XIV. According to the information and explanations given to us and based on ourexaminations of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year. Accordingly the provisions of clause 3(xiv) of the Order are not applicable tothe Company and hence not commented upon. .

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 non-cashtransactions with directors or persons connected with him. Accordingly the provisions ofclause 3(xv) of the Order are not applicable and hence not commented upon. .

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.Accordingly the provisions of clause 3(xvi) of the Order are not applicable to theCompany and hence not commented upon. .

for K A SANGHAVI AND CO LLP
Chartered Accountants
FRN : 0120846W/W100289
AMISH ASHVINBHAI SANGHAVI
PARTNER
Place : SURAT M. NO. 101413
Date : 10/07/2020 ICAI UDIN : 20101413AAAACP8196

ANNEXURE-B

To the Independent Auditor's report to the Standalone Financial Statements of MEERAINDUSTRIES LIMITED for the year ended on 31ST March 2020.

(Referred to in paragraph 2(f) under 'Report on Other Legal and RegulatoryRequirements' section of our report to the Members of Meera Industries Limited of evendate)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) ofSubsection 3 of Section 143 of the Companies Act 2013 ("the Act")

Opinion :

We have audited the internal financial controls with reference to Financial statementsof MEERA INDUSTRIES LIMITED ("the Company") as of March 312020 in conjunctionwith our audit of the standalone financial statements of the Company for the year ended onthat date.

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 with reference to the financial statements and suchinternal financial controls over financial reporting were operating effectively as atMarch 312020 based on the internal control over financial reporting with reference tothe financial statements criteria 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.

Management's Responsibility for Internal Financial Controls

The Company's management and Board of Directors of the Company are responsible forestablishing and maintaining internal financial controls based on the internal controlover financial reporting with reference to the financial statements criteria establishedby the Company considering the essential components of internal control stated in theGuidance Note on Audit of Internal Financial Controls Over Financial Reporting issued bythe Institute of Chartered Accountants of India. These responsibilities include thedesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to respective policies of the Company the safeguarding of its assetsthe prevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Companies Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting with reference to the financial statements of theCompany based on our audit. We conducted our audit in accordance with the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting (the "GuidanceNote") issued by the Institute of Chartered Accountants of India and the Standards onAuditing prescribed under Section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls with reference to financialstatements. 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 with reference to financialstatements was established and maintained and whether such controls operated effectivelyin all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting with reference tofinancial statements and their operating effectiveness. Our audit of internal financialcontrols over financial reporting with reference to financial statements includedobtaining an understanding of such 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 judgement including the assessment of the risks ofmaterial misstatement of the standalone financial statements whether due to fraud orerror.

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 with reference to the financial statements of the Company.

Meaning of Internal Financial Controls Over Financial Reporting with reference toFinancial Statements

A company's internal financial control over financial reporting with reference to thefinancial statements is a process designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles. A company'sinternal financial controls over financial reporting with reference to the 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 financial statements inaccordance 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 financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting withreference to the Financial Statements

Because of the inherent limitations of internal financial controls over financialreporting with reference to the financial statements including the possibility ofcollusion or improper management override of controls material misstatements due to erroror fraud may occur and not be detected. Also projections of any evaluation of theinternal financial controls over financial reporting with reference to the financialstatements to future periods are subject to the risk that the internal financial controlover financial reporting with reference to the financial statements may become inadequatebecause of changes in conditions or that the degree of compliance with the policies orprocedures may deteriorate.

for K A SANGHAVI AND CO LLP
Chartered Accountants
FRN : 0120846W/W100289
AMISH ASHVINBHAI SANGHAVI
PARTNER
Place : SURAT M. NO. 101413
Date : 10/07/2020 ICAI UDIN : 20101413AAAACP8196

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