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Murudeshwar Ceramics Ltd.

BSE: 515037 Sector: Consumer
NSE: MURUDCERA ISIN Code: INE692B01014
BSE 00:00 | 22 Jun 36.30 0
(0.00%)
OPEN

36.05

HIGH

36.85

LOW

35.90

NSE 00:00 | 22 Jun 36.40 -0.10
(-0.27%)
OPEN

36.85

HIGH

36.85

LOW

35.50

OPEN 36.05
PREVIOUS CLOSE 36.30
VOLUME 15112
52-Week high 58.40
52-Week low 30.65
P/E 41.72
Mkt Cap.(Rs cr) 164
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 36.05
CLOSE 36.30
VOLUME 15112
52-Week high 58.40
52-Week low 30.65
P/E 41.72
Mkt Cap.(Rs cr) 164
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Murudeshwar Ceramics Ltd. (MURUDCERA) - Auditors Report

Company auditors report

To

The Members of

MURUDESHWAR CERAMICS LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of Murudeshwar CeramicsLimited (‘the Company') which comprise the Balance Sheet as at 31st March 2017the Statement of Profit and Loss for the year the Cash flow statement for the year endedand a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone 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 financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standardsspecified under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014. This responsibility also includes maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding of the assets of the Companyand 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 that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

Auditor's Responsibility :

Our responsibility is to express an opinion on these standalone financial statementsbased on our audit.

* We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made there under.

* We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.

* An audit involves performing procedures to obtain audit evidence about the amountsand the disclosures in the financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers internal financial controls relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating theappropriateness of the accounting policies used and the reasonableness of the accountingestimates made by the Company's Directors as well as evaluating the overall presentationof the financial statements.

* We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the standalone financial statements.

Opinion

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 Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at 31st March 2017 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements :

As required by Section 143 (3) of the Act we report that :

1) 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.

2) 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

3) The Balance Sheet the Statement of Profit and Loss and the Cash Flow Statementdealt with by this Report are in agreement with the books of account.

4) 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.

5) On the basis of the written representations received from the directors as on 31stMarch 2017 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2017 from being appointed as a director in terms of Section164 (2) of the Act.

6) With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure B".

7) 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:

• The Company does not have any pending litigations which would impact itsfinancial position

• The Company did not have any long-term contracts including derivative contractsfor which there were any material foreseeable losses.

• There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company

For M.A.NARASIMHAN & CO.
Chartered Accountants
ICAI FIRM REGN. No. : 002347S
(M.A. PARTHA NARAYAN)
Place : Bengaluru Partner
Date : 24-05-2017 Membership No:028994

ANNEXURE - A TO THE INDEPENDENT AUDITORS' REPORT

The Annexure referred to in our Independent Auditors' Report to the members of theCompany on the financial statements for the year ended 31 March 2017 we report that :

(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 fixed assets bywhich fixed assets are verified in a phased manner over a period of three years. Inaccordance with this programme certain fixed assets were verified during the year and nomaterial discrepancies were noticed on such verification. In our opinion this periodicityof physical verification is reasonable having regard to the size of the Company and thenature of its assets.

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

(ii) (a) The management has conducted physical verification of inventory at reasonableintervals.

(b) The procedures of physical verification of inventory followed by the managementreasonable and adequate in relation to the size of the company and the nature of itsbusiness.

(c) The company is maintaining proper records of inventory and whether any materialdiscrepancies were noticed on physical verification and if so whether the same have beenproperly dealt with in the books of account

(iii) The Company has not granted any loans secured or unsecured to companies firmsLimited Liability partnerships or other parties covered in the Register maintained undersection 189 of the Act. Accordingly the provisions of clause 3(III) (a) to (c) of theorder are not applicable to the company and hence cannot be commented upon.

(iv) In our opinion and according to the information and explanations given to us thecompany has complied with the provisions of section 185 and I86 of the Companies Act 2013In respect of loans investments guarantees and security.

(v) The Company has not accepted any deposits from the public and hence the directivesissued by Reserve Bank of India and Provisions of Section 73 to 76 or any other relevantprovisions of the Act and Companies (Acceptance of Deposit) Rules 2015 with regard tothe deposits accepted from public are not applicable.

(vi) The company does not maintain adequate cost records as prescribed under section148(1) of the Act as Cost audit is not applicable to the company.

(vii) (a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company amounts deducted/ accrued in the books ofaccount in respect of undisputed statutory dues including provident fund income taxsales tax wealth tax service tax duty of customs value added tax cess and othermaterial statutory dues have been regularly deposited during the year by the Company withthe appropriate authorities.

(b) According to the information and explanations given to us no undisputed amountspayable in respect of provident fund income tax sales tax wealth tax service tax dutyof customs value added tax cess and other material statutory dues were in arrears as at31 March 2017.

(viii) In our opinion and according to the explanation given to us the Company has notdefaulted in the repayment of dues to banks financial institutions. The company has notissued any debentures.

(ix) (a) Based upon the audit procedures performed and the information and explanationsgiven by the management the company has not raised moneys by way of Initial Public Offeror Further Public offer including debt instruments but has raised moneys by allotting2140000 Equity shares and 4620000 Convertible Share Warrants to Promoter/Promotergroup Company Murudeshwar Power Corporation Limited on Preferential Allotment Basis. Thefunds raised during the year have been applied for the purposes for which they raised.

(b) According to the information and explanations given to us the Company has raisednew term loans during the year. The term loans outstanding at the beginning of the yearand those raised during the year have been applied for the purposes for which they wereraised.

(x) According to the information and explanations given to us no material fraud on orby the Company has been noticed or reported during the course of our audit.

(xi) Based on the audit procedures performed and information and explanation given bythe management the managerial remuneration has been paid or provided in accordance withthe requisite approvals mandated by the provisions of section 197 read with Schedule V tothe Companies Act.

(xii) In our opinion the Company is not a Nidhi company. Therefore the provisions ofclause 4(xii) of the order are not applicable to the company.

(xiii) In our opinion all transactions with the related parties are in compliance withsection 177 and 188 of Companies Act 2013 and the details have been disclosed in theFinancial Statements as required by the applicable accounting standards.

(xiv) (a) Based upon the audit procedures and the information and explanation given bythe management the company has made preferential allotment of shares/convertible sharewarrants during the year by allotting 2140000 Equity shares and 4620000 convertibleshare warrants to promoter/promoter group company Murudeshwar Power Corporation Limitedduring the year under review. Accordingly the relevant provision of the order has beencomplied with.

(b) Based upon the audit procedures and the information and explanation given by themanagement the company has not made any fully or partly convertible debentures during theyear under review. Accordingly t he provisions of Clause 3(xiv) of the Order are notapplicable to the company and hence cannot be commented upon.

(xv) Based upon the audit procedures performed and the information and explanationsgiven by the management the company has not entered into any non – cash transactionswith directors or persons connected with him. Accordingly the provisions of Clause 3 (xv)of the Order are not applicable to the company and hence cannot be commented upon.

(xvi) In our opinion the company is not required to be registered under section 45 IAof the Reserve Bank of India Act 1934 and accordingly the provisions of clause 3(xvi) ofthe Order are not applicable to the company and hence cannot be commented upon.

(xvii) The Company has provided requisite disclosures in the financial statements as toholdings as well as dealings in Specified Bank Notes during the period from 8th November2016 to 30th December 2016. Based on audit procedures and relying on the managementrepresentation we report that the disclosures are in accordance with books of accountmaintained by the Company and as produced to us by the Management – Refer Note [11]of Note 2

For M.A.NARASIMHAN & CO.
Chartered Accountants
ICAI FIRM REGN. No : 002347S
(M.A. PARTHA NARAYAN)
Place : Bengaluru Partner
Date : 24-05-2017 Membership No:028994

ANNEXURE - B TO THE INDEPENDENT AUDITORS' REPORT

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of MurudeshwarCeramics Limited ("the Company") as of 31 March 2017 in conjunction with ouraudit of the standalone financial statements of the Company for the year ended on thatdate.

Management's Responsibility for Internal Financial Controls:

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India (‘ICAI'). Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. 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 about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of 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 judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls over Financial Reporting:

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that

* pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;

* provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorisations of management and directors of the company; and

* provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the company's assets that could have a material effecton the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

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

Opinion

In our opinion 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 as at 31 March 2017 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For M.A.NARASIMHAN & CO.
Chartered Accountants
ICAI FIRM REGN. No : 002347S
(M.A. PARTHA NARAYAN)
Place : Bengaluru Partner
Date : 24-05-2017 Membership No:028994