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Nalwa Sons Investments Ltd.

BSE: 532256 Sector: Financials
NSE: NSIL ISIN Code: INE023A01030
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VOLUME 2
52-Week high 1513.85
52-Week low 1030.00
P/E 282.82
Mkt Cap.(Rs cr) 618
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1202.00
CLOSE 1202.00
VOLUME 2
52-Week high 1513.85
52-Week low 1030.00
P/E 282.82
Mkt Cap.(Rs cr) 618
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Nalwa Sons Investments Ltd. (NSIL) - Auditors Report

Company auditors report

To

The Members of NALWA SONS INVESTMENTS LIMITED

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of NALWA SONSINVESTMENTS LIMITED("the Company") which comprise the Balance Sheet as atMarch 31 2017 the Statement of Profit and Loss the Cash Flow Statement for the yearthen ended and a summary of significant accounting policies and other explanatoryinformation.

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 2015 as amended. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding of theassets of the Company and for preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies; making judgments andestimates that are reasonable and prudent; and design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theaccuracy and completeness of the accounting records relevant to the preparation andpresentation of the financial statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.

Auditors' 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 accountingand auditing standards and matters which are required to be included in the audit reportunder the provisions 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 amounts andthe 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 control 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 31stMarch2017 and its profit and its cash flows for the year ended on that date.

Emphasis of Matters

We draw attention to the following matter:

The company has made long term investment in a subsidiary company of Rs 8269.45 Lacsand in certain other companies of `1840.22 Lacs where there is diminution in value ofinvestment. The amount of diminution is not readily ascertainable because of layer effectof accretion/diminution of investment held by those companies. Such diminution in theopinion of the management being long term strategic investment and future cash flows istemporary in nature and as such no provision is considered necessary.

Our opinion is not modified in respect of this matter.

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 thematters specified in the paragraph 3 and 4 of the said Order to the extent applicable.

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

(a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion proper books of account as required by law have been kept by theCompany so far as appears from our examination of those books.

(c) 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;

(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 2015.

(e) On the basis of the written representations received from the directors of thecompany as on 31stMarch 2017 taken on record by the Board of Directors none of thedirectors of the company are disqualified as on 31stMarch 2017 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 over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate report in Annexure- B.

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

i. The Company has disclosed the impact of pending litigations on its financialposition in its financial statements -Refer Note 16 (2) to the standalone financialstatements;

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

iii. There were no amount payable which was required to be transferred by the companyto the Investor Education and Protection Fund.

iv. The Company has provided requisite disclosures in its financial statements as toholdings as well as dealings in Specified Bank Notes during the period from 8thNovember2016 to 30th December2016 and these are in accordance with the books of accountsmaintained by the Company (refer note no. 16(18) of notes to accounts).

For N.C. Aggarwal & Co.
Chartered Accountants
Firm Registration No. 003273N
N. C. Aggarwal
Partner
Membership No. 005951
Dated : 29th May 2017
Place : Hisar

ANNEXURE-A TO INDEPENDENT AUDITORS' REPORT

(Annexure referred to in our report of even date to the members of NALWA SONSINVESTMENTS LIMITED on the accounts for the year ended March 312017)

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

(b) We have been informed that fixed assets of the Company have been physicallyverified by the management during the year which in our opinion is reasonable. Nodiscrepancies between the book records and the physical inventory were noticed.

(c) The Company does not have any immovable property in the name of the Company.Therefore para 3(i)(c) of the order is not applicable to the company.

2. The Company does not hold any inventories. Accordingly the provision of clause3(ii) of the Companies (Auditor's Report) Order 2016 are not applicable to the company.

3. The Company has given interest bearing unsecured demand loans to companies coveredin the register maintained under Section 189 of the Companies Act 2013.

(a) In our opinion the terms and conditions on which the loans had been granted to thebodies corporate listed in the register maintained under section 189 of the Act were notprima facie prejudicial to the interest of the Company.

(b) In respect of aforesaid loan the amount principal as well as interest accruedthereon is repayable on demand and hence the question of repayment schedule andirregularity on payment of principal and interest does not arise.

(c) The aforesaid loan is repayable on demand and therefore the question of overdueamount does not arise.

However the company has not given any loan to firms limited liability partnership orother parties covered in the register maintained under section 189 of the Companies Act2013.

4. In our opinion and According to the information and explanations given to us thecompany has complied with the provisions of Section 185 and 186 of the Act with respectto the loans and investments made. The Company has not granted any security or guaranteein terms of Section 185 and 186 of the Companies Act 2013.

5. According to the information given to us the Company has not accepted any depositsunder the provisions of section 73 to 76 of the Companies Act 2013 or any other relevantprovisions of the companies Act and the Companies (Acceptance of Deposits) Rules 2014 asamended from time to time. No order has been passed with respect to Section 73 to 76 bythe Company Law Board or National Company Law Tribunal or Reserve Bank of India or anyCourt or any other tribunal.

6. The company has only investments activities. Hence the clause 3 (vi) of the orderwith respect to maintenance of cost records as specified by the Central Government undersub-section (i) of section 148 of the Companies Act 2013 is not applicable to thecompany.

7. (a) According to the information and explanations given to us the Company isregular in depositing with the appropriate authorities Undisputed statutory dues includingprovident fund employees' state insurance income tax sales tax service tax duty ofcustoms duty of excise value added tax cess and other statutory dues with theappropriate authorities. There are no arrears as at March 31 2017 for a period of morethan six months from the date they become payable.

(b) The due in respect of income tax that has not been deposited with the appropriateauthorities on account of dispute and the forum where the dispute is pending is givenbelow:

Name of the Statute Period to which the amount relates(FY) Forum where matter is pending Amount
(Rs in Lacs)
Income Tax Act 1961 2004-05 Income Tax Appellate Tribunal Delhi 49.85
Income Tax Act 1961 2004-05 Income Tax Appellate Tribunal Delhi 646.79
Income Tax Act 1961 2005-06 Income Tax Appellate Tribunal Delhi 89.08
Income Tax Act 1961 2006-07 Income Tax Appellate Tribunal Delhi 275.14
Income Tax Act 1961 2007-08 Income Tax Appellate Tribunal Delhi 173.40
Income Tax Act 1961 2007-08 Income Tax Appellate Tribunal Delhi 16.99
Income Tax Act 1961 2008-09 Income Tax Appellate Tribunal Delhi 52.81
Income Tax Act 1961 2009-10 Income Tax Appellate Tribunal Delhi 14.94
Income Tax Act 1961 2010-11 Income Tax Appellate Tribunal Delhi 6.89
Income Tax Act 1961 2011-12 Commissioner of Income Tax (Appeals) Delhi 46.47
Income Tax Act 1961 2013-14 Commissioner of Income Tax (Appeals) Delhi 9.65

8. According to the information and explanations given to us the Company has not takenany loan from financial institution bank government and debenture holder. Thereforeclause 3 (viii) of the Order with respect to default of repayment is not applicable to theCompany.

9. The Company has not raised any money by way of initial public offer or furtherpublic offer or debt instruments. Also the company does not have any term loan.Accordingly the provisions of clause 3(ix) of the order are not applicable to thecompany.

10. According to the information and explanations given to us and as represented by theManagement and based on our examination of the books and records of the Company and inaccordance with generally accepted auditing practices in India we have been informed thatno case of frauds has been committed on or by the Company or by its officers or employeesduring the year.

11. The Company has paid/ provided for managerial remuneration in accordance with therequisite approvals mandated by the provisions of Section 197 read with Schedule V of theCompanies Act 2013.

12. The company is not a Nidhi Company. Accordingly the provisions of clause 3 (xii)of the Order are not applicable to the Company.

13. The Company has complied with the provisions of Section 177 and 188 of theCompanies Act 2013 w.r.t. transactions with the related parties where applicable.Details of the transactions with the related parties have been disclosed in the financialstatements as required by the applicable accounting standards.

14 According to the information and explanations given to us and based on ourexamination 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 provisions of clause 3 (xiv) of the Order are not applicable to theCompany.

15 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 any non-cashtransactions with directors or persons connected with him as covered under Section 192 ofthe Companies Act 2013. Accordingly provisions of clause 3 (xv) of the Order are notapplicable to the Company.

16 The company is required to be registered under section 45-IA of the Reserve Bank ofIndia Act 1934. Accordingly the company has taken registration under the said section.

For N.C. Aggarwal & Co.
Chartered Accountants
Firm Registration No. 003273N
N. C. Aggarwal
Partner
Membership No. 005951
Dated : 29th May 2017
Place : Hisar

ANNEXURE-B TO INDEPENDENT AUDITORS' REPORT

Referred to in paragraph 2(f) ‘Report on Other Legal and Regulatory Requirements'in our Independent Auditor's Report to the members of the Company on the StandaloneFinancial Statements for the year ended March 31 2017.

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of NALWA SONSINVESTMENTS LIMITED ("the Company") as of March 312017 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 Reporting (the"Guidance Note") issued by the Institute of Chartered Accountants of India(ICAI). These responsibilities include the design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theorderly and efficient conduct of its business including adherence to Company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013.(The"Act" or the "Companies Act").

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 and the Standards on Auditing issued by ICAI and deemed to beprescribed under section 143(10) of the Companies Act 2013 to the extent applicable toan audit of internal financial controls both issued by the ICAI. Those Standards and theGuidance Note require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether adequate internal financial controlsover financial reporting was established and maintained and if such controls operatedeffectively 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 (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 authorizations ofmanagement and directors of the Company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized 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

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 March 312017 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 ICAI.

For N.C. Aggarwal & Co.
Chartered Accountants
Firm Registration No. 003273N
N. C. Aggarwal
Dated : 29th May 2017 Partner
Place : Hisar Membership No. 005951