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Nandan Denim Ltd.

BSE: 532641 Sector: Industrials
NSE: NDL ISIN Code: INE875G01030
BSE 00:00 | 21 Sep 79.45 -2.35
(-2.87%)
OPEN

81.85

HIGH

84.10

LOW

78.00

NSE 00:00 | 21 Sep 79.35 -2.05
(-2.52%)
OPEN

81.20

HIGH

84.00

LOW

77.00

OPEN 81.85
PREVIOUS CLOSE 81.80
VOLUME 9267
52-Week high 186.65
52-Week low 60.85
P/E 10.65
Mkt Cap.(Rs cr) 382
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 81.85
CLOSE 81.80
VOLUME 9267
52-Week high 186.65
52-Week low 60.85
P/E 10.65
Mkt Cap.(Rs cr) 382
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Nandan Denim Ltd. (NDL) - Auditors Report

Company auditors report

To

The Members

NANDAN DENIM LIMITED

Ahmedabad

1. Report on the Financial Statements

We have audited the accompanying financial statements of NANDAN DENIM LIMITED("the Company") which comprise the Balance Sheet as at 31st March 2017 theStatement of Profit and Loss the Cash Flow Statement for the year then ended and asummary of the significant accounting policies and other explanatory information.

2. Management's Responsibility for the 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 financial statements that give a true and fair view of the financial positionfinancial performance and cash flows of the Company in accordance with the accountingprinciples generally accepted in India including the Accounting Standards specified underSection 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.

3. Auditor's Responsibility

Our responsibility is to express an opinion on these Financial Statements based on ouraudit.

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 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 financial statements.

4. Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by the Act2013 in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India:-

i. In the case of the Balance Sheet of the state of affairs of the Company as at 31stMarch 2017;

ii. In the case of the Statement Profit and Loss Account of the profit for the yearended on that date; and

iii. In the case of the Cash Flow Statement of the cash flows for the year ended onthat date.

5. Report on Other Legal and Regulatory Requirements

(i) As required by the Companies (Auditor's Report) Order 2016 ("theOrder") issued by the Central Government of India in terms of Section 143(11) of theAct we give in the Annexure-A a statement on the matters specified in paragraphs 3 and 4of the said Order.

(ii) 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 it 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 financial statements comply with the AccountingStandards specified under Section 133 of the Companies Act 2013 read with Rule 7 of theCompanies (Accounts) Rules 2014.

(e) 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 aredisqualified as on 31st March 2017 from being appointed as a Director in terms of Section164 (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. TheCompany has disclosed the impact of pending litigations on its financial position in itsfinancial statements – Refer Note 26 to the financial statements;

ii. The Company does not have any long term contracts including derivative contractsfor which there were any material foreseeable losses;

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

iv. 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 46 tothe financial statements.

For J. T. Shah & Co.
Chartered Accountants
[Firm Regd. No. 109616W]
(J. T. Shah)
Place : Ahmedabad Partner
Date : 29/05/2017 [M. No. 3983]

Annexure-A to the Auditor's Report

Referred to in paragraph 5(i) of our Report of even date to the Members of NANDAN DENIMLIMITED for the year ended 31st March 2017.

1. In respect of Fixed Assets :

(a) The Company has maintained proper records showing full particulars includingquantitative details and situation of Fixed Assets on the basis of available information.

(b) As per the information and explanations given to us the management at reasonableintervals during the year in accordance with a programme of physical verificationphysically verified the fixed assets and no material discrepancies were noticed on suchverification as compared to the available records.

(c) As explained to us the title deeds of all the immovable properties are held in thename of the Company's name.

2. In respect of Inventories :

As per the information and explanations given to us inventories were physicallyverified during the year by the management at reasonable intervals. No materialdiscrepancy was noticed on such physical verification.

3. In respect of Loans and Advances granted during the year:

As regards the loans the Company has not granted any loans secured or unsecuredduring the year under audit to the Companies firms and other parties covered in theregister maintained under section 189 of the Companies Act 2013 and therefore theclauses (iii) (a) to (c) of the Companies (Auditor's Report) Order 2016 are notapplicable.

4. Loans Investments and guarantees:

In our opinion and according to information and explanations given to us the Companyhas complied with provisions of Section 185 and 186 of the Companies Act 2013 in respectof loans investments guarantees and security.

5. During the year the Company has not accepted any deposits and hence the directivesissued by the Reserve Bank of India and the provisions of sections 73 to 76 or any otherrelevant provisions of the Companies Act 2013 and the rules framed there under are notapplicable to the Company. Therefore clauses (v) of Companies (Auditor's Report) Order2016 is not applicable.

6. We have broadly reviewed the books of account maintained by the Company pursuant tothe Companies (Cost Accounting Records) Rule 2011 prescribed by the Central Governmentunder sub section (1) of section 148 of the Companies Act 2013. However we have not madea detailed examination of the cost records with a view to determine whether they areaccurate or complete.

7. In respect of Statutory Dues :

(a) According to the records of the Company the Company is generally regular indepositing with appropriate authorities undisputed statutory dues including providentfund employees' state insurance income tax sales tax wealth tax service tax duty ofcustoms duty of excise value added tax cess and any other statutory dues with theappropriate authorities applicable to it. According to the information and explanationsgiven to us no undisputed amounts payable in respect of statutory dues were outstandingas at 31st March 2017 for a period of more than six months from the date they becamepayable.

(b) According to the records of the Company the dues of income tax service tax dutyof customs duty of excise value added tax sales tax or cess which have not beendeposited on account of disputes and the forum where the dispute is pending are as under:

Name of the Statute Nature of the Dues Financial Year Amount (Rs.) Forum where dispute is pending
Income Tax Act1961 Income Tax Demand 2007-08 26 12 375 Commissioner of Income Tax (Appeals)
Income Tax Demand 2012-13 2 09 37 906 Commissioner of Income Tax (Appeals)
Income Tax Penalty 2010-11 5 05 674 Commissioner of Income Tax (Appeals)
Value Added Tax Value Added Tax Demand 2010-11 27 16 318 Joint Commissioner (Appeals)
Value Added Tax Interest & Penalty 2010-11 40 02 472 Joint Commissioner (Appeals)

8. Based on our audit procedure and according to the information and explanation givento us we are of the opinion that the Company has not defaulted in repayment of dues toBanks or Government. The Company has no debenture holder or any financial institutionalborrowing during the year.

9. According to the information and explanations given to us the Company had notraised any money by way of public issue during the year. According to the information andexplanations given to us and on an overall examination of the balance sheet of theCompany in our opinion the term loans taken during the year were applied for the purposefor which they were obtained.

10. Based upon the audit procedures performed and information and explanations given bythe management we report that no fraud by the Company or any fraud on the Company by it'sofficer or employees has been noticed or reported during the course of our audit.

11. In our opinion and according to the information and explanations given to us theCompany had paid managerial remuneration which is in accordance with the requisiteapprovals mandated by the provisions of section 197 read with schedule V of The CompaniesAct 2013.

12. In our opinion and according to the information and explanations given to us theprovisions of special statute applicable to chit funds and nidhi / mutual benefit funds /societies are not applicable to the Company. Hence paragraph 3(xii) of the Company's(Auditor's Report) Order 2016 is not applicable.

13. In our opinion and according to the information and explanations given to us thetransactions entered by the Company with related parties are in compliance with theprovisions of section 177 and 188 of the Companies Act 2013 and details thereof areproperly disclosed in the financial statements as required by the applicable accountingstandard.

14. During the year the Company has converted warrants in to equity shares issuedpreviously through preferential allotment of Shares and has complied with the requirementof Section 42 of the Companies Act 2013 further amount raised by said preferential issuehave been used for the purpose for which Fund were raised (Refer Note No. 45).

15. The Company had not entered in to any non-cash transactions with the directors orpersons connected with him during the year hence section 192 of the Companies Act 2013is not Applicable hence clause (xvi) of Company's (Auditor's Report) Order 2016 is notapplicable.

16. As the Company is not required to register under section 45-IA of Reserve Bank ofIndia Act 1934 hence clause (xvi) of Company's (Auditor's Report) Order 2016 is notapplicable.

For J. T. Shah & Co.
Chartered Accountants
[Firm Regd. No. 109616W]
(J. T. Shah)
Place : Ahmedabad Partner
Date : 29/05/2017 [M. No. 3983]

Annexure "B" referred to in paragraph 5(ii) (f) to The Independent Auditor'sReport of Even Date on The Financial Statements of Nandan Denim Limited

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

We have audited the internal financial controls over financial reporting of NANDANDENIM LIMITED ("the Company") as of 31st March 2017 in conjunction with ouraudit of the financial statements of the Company for the year ended on that date.

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. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to Company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Companies Act 2013.

Auditor's 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 judgement 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 31st 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 J. T. Shah & Co.
Chartered Accountants
[Firm Regd. No. 109616W]
(J. T. Shah)
Place : Ahmedabad Partner
Date : 29/05/2017 [M. No. 3983]