TO THE MEMBERS OF NILKAMAL LIMITED
Report on the Audit of the Standalone Financial Statements Opinion
We have audited the standalone financial statements of Nilkamal Limited ("theCompany") which comprise the standalone Balance Sheet as at 31 March 2019 and thestandalone Statement of Profit and Loss (including other comprehensive income) standaloneStatement of Changes in Equity and standalone Statement of Cash Flows for the year thenended and notes to the standalone financial statements including a summary of thesignificant accounting policies and other explanatory information (herein after referredto as "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 ("Act") in the manner so required and give a true andfair view in conformity with the accounting principles generally accepted in India of thestate of affairs of the Company as at 31 March 2019 its profit and other comprehensiveincome changes in equity 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) specifiedunder section 143(10) of the Act. Our responsibilities under those SAs are furtherdescribed in the Auditor's Responsibilities for the Audit of the StandaloneFinancial Statements' section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia ("ICAI") together with the ethical requirements that are relevant to ouraudit of the standalone financial statements under the provisions of the Act and the Rulesthereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics. We believe that the audit evidence we haveobtained 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 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.
See Note 27 to the Standalone Financial Statements
|The key audit matter ||How the matter was addressed in our audit |
|Revenue recognition ||Our audit procedures included: |
|Revenue is measured net of discounts and sales incentives/schemes earned by customers on the Company's sales. ||a. Assessing the appropriateness of the revenue recognition accounting policies including those relating to discounts and sales incentives/ schemes by comparing with applicable accounting standards. |
|Due to the Company's presence across different marketing regions within the country and the competitive business environment the estimation of the various types of discounts and sales incentives/ schemes to be recognised based on sales made during the year is material and considered to be judgmental. || |
|Therefore there is a risk of revenue being misstated as a result of erroneous estimations over discounts and sales incentives/schemes. ||b. Testing the design implementation and operating effectiveness of the Company's general IT controls and key IT/manual application controls over the Company's systems which govern recording of revenue creation of new customers discounts and sales incentives/schemes in the general ledger accounting system. |
|Revenue is recognised when the control of the products being sold has transferred to the customer. ||c. Performing substantive testing (including year-end cut-off testing) by selecting samples of revenue transactions recorded during the year (and before and after the financial year end) including one off sales to customers by verifying the underlying documents which included sales invoices/contracts and shipping documents. |
|Therefore there is a risk of revenue being overstated on account of variation in the timing of transfer of control due to the pressure management may feel to achieve performance targets at the reporting period end. || |
| ||d. We compared the historical discounts and sales incentives/schemes to current payment trends. We also considered the historical accuracy of the Company's estimates in previous years. |
| ||e. Performing substantive testing by checking samples of discounts and sales incentives/schemes transactions to supporting documentation. |
| ||f. We assessed manual journals posted to revenue identify unusual items. |
| ||g. Considering the adequacy of the Company's disclosures in respect of revenue. |
Information other then the financial statements and Auditors report thereon("Other Information")
The Company's management and Board of Directors are responsible for the otherinformation. The other information comprises the information included in the Company'sannual report but does not include the financial statements and our auditors' reportthereon.
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 in the audit or other wise appears to be materially misstated. If based on thework we have performed we conclude that there is a material misstatement of this otherinformation we are required to report that fact. We have nothing to report in thisregard.
Management's Responsibility for the Standalone Financial Statements
The Company's management and Board of Directors are responsible for the matters statedin section 134(5) of the Act with respect to the preparation of these standalone financialstatements that give a true and fair view of the state of affairs profit and othercomprehensive income changes in equity and cash flows of the Company in accordance withthe accounting principles generally accepted in India including the Indian AccountingStandards (Ind AS) specified under section 133 of the Act. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safe guarding of the assets of the Company and for preventing and detectingfrauds and other ir regularities; selection and application of appropriate accountingpolicies ;making judgments and estimates that are reasonable and prudent; and designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevantto the preparation and presentation of the standalone financial statements that give atrue and fair view and are free from material misstatement 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.
Board of Directors is also responsible for overseeing the Company's financial reportingprocess.
Auditor's Responsibilities 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 inaccordance with SAs we exercise professional judgment and maintain professionalskepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the standalone financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to designaudit procedures that are appropriate in the circumstances. Under section 143(3)(i) of theAct we are also responsible for expressing our opinion on whether the company hasadequate internal financial controls with reference to financial statements in place andthe operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis ofaccounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe standalone financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor's report. However future events or conditions may cause the Company to cease tocontinue as a going concern.
Evaluate the overall presentation structure and content of the standalone financialstatements including the disclosures and whether the standalone financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.
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 auditors' 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 (Auditors' Report) Order 2016 ("the Order")issued by the Central Government in terms of section 143 (11) of the Act we give in the"Annexure A" a statement on the matters specified in paragraphs 3 and 4 of theOrder to the extent applicable.
(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 it appears from our examination of those books
c) The Balance Sheet the Statement of Profit and Loss (including other comprehensiveincome) the Statement of Changes in Equity and the Statement of Cash Flows dealt with bythis Report are in agreement with the books of account
d) In our opinion the aforesaid standalone financial statements comply with the Ind ASspecified under section 133 of the Act.
e) On the basis of the written representations received from the directors as on 31March 2019 taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2019 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 with reference tofinancial statements of the Company and the operating effectiveness of such controlsrefer to our separate Report in "Annexure B".
(B) With respect to the other matters to be included in the Auditors' 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 standalone financial statements- Refer Note 35a to the standalonefinancial statements.
ii. The Company did not have any long-term contracts including derivative contracts forwhich 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 disclosures in the standalone financial statements regarding holdings as wellas dealings in specified bank notes during the period from 8 November 2016 to 30 December2016 have not been made in these financial statements since they do not pertain to thefinancial year ended 31 March 2019.
(C) With respect to the matter to be included in the Auditors' Report under section197(16):
In our opinion and according to the information and explanations given to us theremuneration paid by the company to its directors during the current year is in accordancewith the provisions of Section 197 of the Act. The remuneration paid to any director isnot in excess of the limit laid down under Section 197 of the Act. The Ministry ofCorporate Affairs has not prescribed other details under Section 197(16) which arerequired to be commented upon by us.
| ||For B S R & Co. LLP |
| ||Chartered Accountants |
| ||Firm's Registration No. 101248W/W-10022 |
| ||Sadashiv Shetty |
|Mumbai ||Partner |
|May 11 2019 ||Membership No. 048648 |
Annexure A to the Independent Auditors' Report 31st March 2019
With reference to the Annexure A referred to in the Independent Auditors' Report to themembers of the Company on the standalone financial statements for the year ended 31stMarch 2019 we report the following: (i) (a) The Company has maintained proper recordsshowing full particulars including quantitative details and situation of fixed assets.
(b) The Company has a regular programme of physical verification of its fixed assets bywhich the fixed assets are verified by the management according to a phased programmedesigned to cover all the items over a period of three years. In our opinion thisperiodicity of physical verification is reasonable having regard to the size of theCompany and the nature of its assets. In accordance with the programme the Company hasphysically verified certain fixed assets during the year and we are informed that nomaterial discrepancies were noticed on such verification.
(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable properties asdisclosed in Note 1 to the standalone financial statements are held in the name of theCompany other than those disclosed in the table below:
|Asset class ||No of cases ||Gross Block ||Net block ||Remarks |
| || ||(Rs in Lakhs) ||(Rs in Lakhs) || |
|Freehold land ||1 ||0.68 ||0.68 ||Pending completion of the relevant formalities of some of the fixed assets which vested in the Company pursuant to the scheme of amalgamation such assets continue to be in the name of the erstwhile amalgamated companies. |
|Buildings ||26 ||255.19 ||235.15 || |
|Freehold land ||1 ||13.52 ||13.52 ||Pending completion of leaseback agreement the fixed asset is in the name of buyer. |
(ii) The inventory except for goods in transit and stocks lying with third partieshas been physically verified by the management at reasonable intervals during the year. Inour opinion the frequency of such verification is reasonable. In respect of stocks lyingwith third parties at the year-end written confirmations have been obtained. Thediscrepancies noticed on verification between the physical stocks and the book recordswere not material and have been adequately dealt with in books of account.
(iii) In our opinion and according to the information and explanations given to us theCompany has not granted any loans secured or unsecured to companies firms limitedliability partnerships or other parties covered in the register maintained under Section189 of the Companies Act 2013 (the Act'). Accordingly paragraphs 3 (iii) (a) and(b) of the Order are not applicable to the Company.
(iv) In our opinion and according to the information and explanation given to us theCompany has not granted any loans during the year or provided any guarantees or securityto the parties covered under Section 185 of the Act. The Company has complied with theprovisions of Section 186 of the Act in respect of the investments made by the Company.
(v) In our opinion and according to the information and explanations given to us theCompany has not accepted deposits from public in accordance with provisions of Sections 73to 76 or any other relevant provisions of the Act and the rules framed thereunder.Accordingly paragraph 3(v) of the Order is not applicable to the Company.
(vi) W e have broadly reviewed the books of account maintained by the Company pursuantto the rules prescribed by the Central Government for maintenance of cost records underSection 148 (1) of the Act and are of the opinion that prima facie the prescribedaccounts and records have been made and maintained. However we have not made a detailedexamination of the records with a view to determine whether they are accurate or complete.
(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 Employees' StateInsurance Income-tax Sales-tax Goods and Service tax Service tax Duty of CustomsDuty of Excise Value added tax cess and other material statutory dues have beengenerally regularly deposited during the year by the Company with the appropriateauthorities.
According to the information and explanations given to us no undisputed amountspayable in respect of Provident fund Employees' State Insurance Income-tax Sales-taxGoods and Service tax Service tax Duty of Customs Duty of Excise Value added tax cessand other material statutory dues were in arrears as at 31st March 2019 for aperiod 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 Service tax Duty of Customs Duty of Excise and Value added tax asat 31st March 2019 which have not been deposited with the appropriateauthorities on account of any dispute except as stated below:
|Name of the statute ||Nature of dues ||Amount * ||Period to which the amount relates ||Forum where the dispute is pending |
| || ||(Rs. in || || |
| || ||Lakhs) || || |
|Central Sales Tax Act and Local Sales Tax of various states ||Central Sales Tax and Local Sales Tax (including Value Added Tax) ||- ||2001-2002 to 2004-2005 ||Supreme Court |
| || ||8.23 ||2010-11 2013-14 2014-15 2015-16 ||Commercial Tax Officer |
| || ||26.13 ||2012-2013 to 2014-2015 ||Excise and Taxation officer |
| || ||14.49 ||2011-2012 to 2014- 2015 ||Intelligence Officer of Commercial Tax |
| || ||35.24 ||2011-2012 to 2014- 2015 ||Commissioner Appeals |
| || ||25.94 ||2010-11 to 2015-16 ||Additional |
| || || || ||Commissioner Appeals |
|Central Excise Act 1944 ||Excise Duty ||22.95 ||2002-2007 ||Customs Excise & Service tax Appellate tribunal ("CESTAT") |
| || ||206.85 ||November 2011 to May 2012 ||Customs Excise & Service tax Appellate tribunal ("CESTAT") |
| || ||26.60 ||March 2007 to June 2015 ||Customs Excise & Service tax Appellate tribunal ("CESTAT") |
| || ||150.29 ||June 2009 to September 2014 ||Commissioner Appeals |
| || ||10.17 ||2008-2013 ||Commissioner Appeals |
| || ||32.88 ||October 2014 to March 2015 ||Customs Excise & Service tax Appellate tribunal ("CESTAT") |
| || ||40.60 ||April 2015 to December 2015 ||Customs Excise & Service tax Appellate tribunal ("CESTAT") |
| || ||30.88 ||April 2013 to September 2014 ||Commissioner Appeals |
|Finance Act 1994 ||Service Tax ||0.81 ||2007 to 2012 ||Customs Excise & Service tax Appellate tribunal ("CESTAT") |
* Amount is net of payments made under dispute
(viii) In our opinion and according to the information and explanations given to usthe Company has not defaulted in repayment of loans or borrowings to banks. The Companydoes not have any loans or borrowings from financial institutions or government or dues todebenture holders during the year.
(ix) According to the information and explanations give to us and based on ourexamination of the records of the Company the Company has not raised any moneys by way ofinitial public offer or further public offer (including debt instruments) during the year.In our opinion and according to the information and explanations given to us the termloans taken by the Company have been applied for the purposes for which they were raised.
(x) During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyinstance of material fraud by the Company or on the Company by its officers or employeesnoticed or reported during the year nor have we been informed of any such case by theManagement.
(xi) In our opinion and according to the information and explanations given to us themanagerial remuneration has been paid or provided in accordance with the requisiteapprovals mandated by the provisions of Section 197 read with Schedule V to the Act.
(xii) In our opinion and according to the information and explanations given to us theCompany is not a Nidhi company and the Nidhi Rules 2014 are not applicable to it.Accordingly paragraph 3(xii) of the Order is not applicable to the Company.
(xiii) In our opinion and according to the information and explanations given to usthe Company has entered into transactions with related parties in compliance with theprovisions of Sections 177 and 188 of the Act where applicable and the details of suchrelated party transactions have been disclosed in the standalone financial statements asrequired by Indian Accounting Standard (Ind AS) 24 Related Party Disclosures specifiedunder Section 133 of the Act read with relevant rules.
(xiv) According to the information and explanations give 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 paragraph 3(xiv) of the Order is not applicable to the Company.
(xv) According to the information and explanations give 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 them. Accordingly paragraph 3(xv)of the Order is not applicable to the Company.
(xvi) In our opinion and according to the information and explanations given to us theCompany is not required to be registered under Section 45-IA of the Reserve Bank of IndiaAct 1934. Accordingly paragraph 3(xvi) of the Order is not applicable to the Company.
| ||For B S R & Co. LLP |
| ||Chartered Accountants |
| ||Firm's Registration No: 101248W/W-100022 |
| ||Sadashiv Shetty |
|Mumbai ||Partner |
|May 11 2019 ||Membership No: 048648 |
Annexure B to the Independent Auditors' report on the standalone financial statementsof Nilkamal Limited for the period ended 31st March 2019 Report on the internalfinancial controls with reference to the aforesaid standalone financial statements underClause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 (Referred to inparagraph (1(A)(f)) under Report on Other Legal and Regulatory Requirements' sectionof our report of even date) Opinion
We have audited the internal financial controls with reference to financial statementsof Nilkamal Limited("the Company") as of 31 March 2019 in conjunction with ouraudit of the standalone financial statements of the Company for the year ended on thatdate.
In our opinion the Company has in all material respects adequate internal financialcontrols with reference to financial statements and such internal financial controls wereoperating effectively as at 31st March 2019 based on the internal financialcontrols with reference to financial statements criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India (the "Guidance Note")
Management's Responsibility for Internal Financial Controls
The Company's management and the Board of Directors are responsible for establishingand maintaining internal financial controls based on the internal financial controls withreference to financial statements criteria established by the Company considering theessential components of internal control stated in the Guidance Note. 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 (hereinafter referred to as"the Act").
Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to financial statements based on our audit. We conducted our auditin accordance with the Guidance Note and the Standards on Auditing prescribed undersection 143(10) of the Act to the extent applicable to an audit of internal financialcontrols with reference to financial statements. Those Standards and the Guidance Noterequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls with reference tofinancial statements were established and maintained and whether such controls operatedeffectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls with reference to financial statements and their operatingeffectiveness. Our audit of internal financial controls with reference to financialstatements included obtaining an understanding of such internal financial controlsassessing 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 withreference to financial statements.
Meaning of Internal Financial controls with Reference to Financial Statements
A company's internal financial controls with reference to financial statements is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial controlswith reference to financial statements include those policies and procedures that (1)pertain to the maintenance of records that in reasonable detail accurately and fairlyreflect the transactions and dispositions of the assets of the company; (2) providereasonable assurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance withauthorizations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorized acquisition use ordisposition of the company's assets that could have a material effect on the financialstatements.
Inherent Limitations of Internal Financial controls with Reference to FinancialStatements
Because of the inherent limitations of internal financial controls with reference tofinancial statements including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls withreference to financial statements to future periods are subject to the risk that theinternal financial controls with reference to financial statements may become inadequatebecause of changes in conditions or that the degree of compliance with the policies orprocedures may deteriorate.
| ||For B S R & Co. LLP |
| ||Chartered Accountants |
| ||Firm's Registration No: 101248W/W-100022 |
| ||Sadashiv Shetty |
|Mumbai ||Partner |
|May 11 2019 ||Membership No: 048648 |