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Milton Industries Ltd.

BSE: 535025 Sector: Others
NSE: MILTON ISIN Code: INE376Y01016
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Milton Industries Ltd. (MILTON) - Auditors Report

Company auditors report

TO THE MEMBERS OF MILTON INDUSTRIES LIMITED

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of Milton Industries Limited (the Company) which comprise the balance sheet as at 31st March 2019 the statement of Profit and Loss and statement of cash flows for the year then ended and notes to the financial statements including a summary of significant accounting policies and other explanatory information In our opinion and to the best of our information and according to the explanations given to us the aforesaid financial statements give the information required by the Companies Act 2013 (The Act) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India of the state of affairs of the Company as at March 31 2019 and profit and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act 2013. Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole and in forming our opinion thereon and we do not provide a separate opinion on these matters.

Evaluation of Direct tax and Indirect tax litigations (As described in Note 35 of the accompanying financial statements)

The Company has material direct tax and indirect tax litigations which involve significant judgment to determine the possible outcome of these disputes and accordingly it is considered at key audit matter.

Auditor's Response

We have obtained details of completed tax assessments and demands / claims as at 31st March 2019 from the management. We assessed the completeness of the details of these claims through discussion with senior management personnel. We have also reviewed the outcome of the disputed cases at various forums. We have also assessed the appropriateness of presentation of the contingent liabilities in the financial statements.

Information other than the financial statements and auditors' report thereon

The Company's board of directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis Board's Report including Annexures to Board's Report Business Responsibility Report Corporate Governance and Shareholder's Information but does not include the financial statements and our auditor's report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements our responsibility is to read the other information and in doing so consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. 37

If based on the work we have performed we conclude that there is a material misstatement of this other information we are required to report that fact. We have nothing to report in this regard.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Actwith respect to the preparation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement whether due to fraud or error.

In preparing the financial statements management is responsible for assessing the Company's ability to continue as a going concern disclosing as applicable matters relatedto going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations or has no realistic alternative but to do so. The Board of Directors are also responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement whether due to fraud or error and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if individually or in the aggregate they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with Standards onAuditing we exercise professional judgment and maintainprofessional skepticism throughout the audit. We also:

 Identify and assess the risks of material misstatement ofthe financial statements whether due to fraud or errordesign and perform audit procedures responsive tothose risks and obtain audit evidence that is sufficientand appropriate to provide a basis for our opinion. Therisk of not detecting a material misstatement resultingfrom fraud is higher than for one resulting from erroras fraud may involve collusion forgery intentionalomissions misrepresentations or the override ofinternal control.

 Obtain an understanding of internal control relevant tothe audit in order to design audit procedures that areappropriate in the circumstances. Under Section 143(3)(i) of the Act we are also responsible for explainingour opinion on whether the Company has adequateinternal financial controls system in place and theoperating effectiveness of such controls.

 Evaluate the appropriateness of accounting policiesused and the reasonableness of accounting estimatesand related disclosures made by management.

 Conclude on the appropriateness of management'suse of the going concern basis of accounting and based on the audit evidence obtained whethera material uncertainty exists related to events orconditions that may cast significant doubt on theCompany's ability to continue as a going concern.If we conclude that a material uncertainty exists weare required to draw attention in our auditor's reportto the related disclosures in the financial statementsor if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the auditevidence obtained up to the date of our auditor'sreport. However future events or conditions maycause the Company to cease to continue as a goingconcern.

 Evaluate the overall presentation structure andcontent of the financial statements including thedisclosures and whether the financial statementsrepresent the underlying transactions and events in amanner that achieves fair presentation.

We communicate with those charged with governanceregarding among other matters the planned scope andtiming of the audit and significant audit findings includingany significant deficiencies in internal control that weidentify during our audit.

We also provide those charged with governance witha statement that we have complied with relevantethical requirements regarding independence andto communicate with them all relationships and othermatters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.From the matters communicated with those charged withgovernance we determine those matters that were of mostsignificance in the audit of the financial statements of thecurrent period and are therefore the key audit matters. Wedescribe these matters in our auditor's report unless lawor regulation precludes public disclosure about the matteror when in extremely rare circumstances we determinethat a matter should not be communicated in our reportbecause the adverse consequences of doing so wouldreasonably be expected to outweigh the public interestbenefits of such communication.

Report on Other Legal and Regulatory Requirements

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 of the Companies Act 2013 we give in the Annexure A statement on the matters specified in paragraphs 3 and 4 of the Order to the extent applicable.

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 best of 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 the Company so far as it appears from our examination of those books

(c) The Balance Sheet the Statement of Profit and Loss and the Cash Flow Statement dealt with by this Report are in agreement with the books of account

(d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014.

(e) On the basis of the written representations received from the directors as on 31st March 2019 taken on record by the Board of Directors none of the directors is disqualified as on 31st March 2019 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls refer to our separate Report in Annexure B.

(g) With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of section 197 (16) of the Act as amended in our opinion and to the best of our information and according to the explanations given to us the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act; and

(h) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion and 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 financial position in its financial statements - Refer Note 35 to the financial statements

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

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

For Sapan Vasa & Co
Chartered Accountants
Firm Reg. No. 120693W
Sapan T. Vasa
Place: Ahmedabad(Proprietor)
Date: 30th May 2019.Membership No. : 109265

The Annexure - A referred to in Report on Legal and Other Regulatory Requirements paragraph 1 of the Our Report of even date to the members of MILTON INDUSTRIES LIMITED on the accounts of the company for the year ended 31st March 2019.

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit we report that:

1. In respect of its fixed assets :

(a) The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

(b) As explained to us fixed assets have been physically verified by the management at reasonable intervals in a phased periodical manner which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies between the book records and the physical inventory have been noticed in respect of the assets physically verified.

(c) The title deeds of immovable properties are held in the name of the company.

2. As explained to us inventories have been physically verified by the management at reasonable intervals during the year. As per the explanations given to us there was no material discrepancies noticed on physical verification of inventories as compared to book records.

3. According to the information and explanations given to us and on the basis of our examination of the books of account the Company has not granted any loan secured or unsecured to companies firms Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Companies Act 2013.

4. According to the information and explanations given to us the company has complied with the provisions of Section 185 and 186 wherever applicable in respect of loans investments guarantees and securities given by the company.

5. In our opinion and according to the information and explanations given to us the company has not accepted any deposits from shareholders or public during the year except the deposits from shareholders and promoters accepted in terms of stipulation of the Lending Bank under section 73 to 76 or any other relevant provisions of the Companies Act 2013 and Companies (Acceptance of Deposits) Rule 2014 with regard to the deposits accepted from the public. According to the information and explanations given to us in this regard no order under the aforesaid sections has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal on the company.

6. The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act for any of the products manufactured by the Company.

7. (a) According to the records of the company undisputed statutory dues including Provident Fund Employees' State Insurance Income-tax Sales-tax Service Tax duty of Customs duty of Excise value added tax Goods and Service Tax cess and other statutory dues have been generally regularly deposited with the appropriate authorities. According to the information and explanations given to us no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st of March 2019 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us following disputed statutory dues have not been deposited on account of disputed matters pending before appropriate authorities are as under :

Name of the StatuteNature of The DuesPeriod to which amount relates (P.Y)Forum where dispute is pendingAmount (Rs. In Lacs)
1 Income-tax Act 1961Income-tax90-91Assistant Commissioner of Income-tax11.37
2 Income-tax Act 1961Income-tax97-98Hon'ble Gujarat High court15.56
3 Central Excise Act 1944Excise Duty89-94Hon'ble Gujarat High court76.69

8. The company has not defaulted in repayment of loans or borrowing to a financial institution bank or government as at the balance sheet date. The Company does not have any dues to debentures holders during the year.

9. In our opinion and according to the information and explanations given to us the Company has not raised any money by way of initial public offer or further public offer (including debt instruments). The term loans have been applied for the purpose for which they were raised.

10. During the course of our examination of the books and records of the Company carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us we have neither come across any instances of material fraud by the Company by its officers or employees noticed or reported during the year nor have we been informed of any such case by the Management.

11. According to the information and explanations given to us the managerial remuneration has been paid or provided in accordance with the requisite approval mandated by the provisions of section 197 read with schedule V to the Companies Act 2013.

12. The Company is not a Nidhi Company and hence clause 3 (xii) of the Companies (Auditor's Report) Order 2016 is not applicable.

13. According to the information and explanations given to us and based on our examination of the records of the Company transactions with the related parties are in compliance with section 177 and 188 of the Companies Act 2013 where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

14. According to the information and explanations given to us and based on our examination of the records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.

15. According to the information and explanations given to us and based on our examination of the records of the Company the Company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly paragraph 3(xv) of the Order is not applicable.

16. The company is not required to be registered under section 45-IA of the Reserve Bank of India Act 1934.

For Sapan Vasa & Co
Chartered Accountants
Firm Reg. No. 120693W
Place: AhmedabadSapan T. Vasa
Date: 30th May 2019(Proprietor)
Membership No. : 109265

The Annexure - B referred to in Report on Legal and Other Regulatory Requirements of the Our Report of even date to the members of MILTON INDUSTRIES LIMITED on the accounts of the company for the year ended 31st March 2018.

Annexure B to the Independent Auditor's Report

(Referred to in paragraph (f) under `Report on other legal and regulatory requirements' section of our report to the Members of Milton Industries Limited of even date)

Report on the internal financial controls over financial reporting under clause (i) of sub - section 3 of section 143 of the Companies Act 2013 (the Act)

We have audited the internal financial controls over financial reporting of Milton Industries Limited (the Company) as at March 31 2019 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management's responsibility for internal financial controls

The board of directors of the Company is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013.

Auditors' responsibility

Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Company based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the Guidance Note) issued by the Institute of Chartered Accountants of India and the standards on auditing prescribed under Section 143 (10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls. Those standards and the guidance note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting were established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement including the assessment of the risks of material misstatement in the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial control system over financial reporting.

Meaning of internal financial controls over financial reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition use or disposition of the company's assets that could have a material effect on the financial statements.

Limitations of internal financial controls over financial reporting

Because of the inherent limitations of internal financial controls over financial reporting including the possibility of collusion or improper management of override of controls material misstatements due to error or fraud may occur and not be detected. Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion and according to the information and explanations given to us the Company has in all material respects an adequate internal financial control system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31 2019 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Sapan Vasa & Co
Chartered Accountants
Firm Reg. No. 120693W
Place: AhmedabadSapan T. Vasa
Date: 30th May 2019(Proprietor)
Membership No. : 109265

   

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