TO THE MEMBERS OF NOCIL LIMITED
Report on the Audit of the Standalone Financial Statements
We have audited the accompanying Standalone Financial Statements of NOCILLIMITED ("the Company") which comprise the Balance Sheet as at March 312020 the Statement of Profit and Loss the Statement of Changes in Equity the Cash FlowStatement for the year then ended and Notes to the Standalone Financial Statementsincluding a summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to theexplanations given to us the aforesaid Standalone Financial Statements give theinformation required by the Companies Act 2013 in the manner so required and give a trueand fair view in conformity with the accounting principles generally accepted in India ofthe state of affairs of the Company as at March 312020 its Profits changes in equityand 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 responsibilitiesunder those Standards are further described in the Auditor's Responsibilities for theAudit of the Standalone Financial Statements section of our report. We are independent ofthe Company in accordance with the Code of Ethics issued by the Institute of CharteredAccountants of India together with the ethical requirements that are relevant to our auditof the financial statements under the provisions of the Companies Act 2013 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 judgmentwere 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 awhole and in forming our opinion thereon and we do not provide a separate opinion onthese matters. We have determined the matters described below to be the key audit mattersto be communicated in our report.
|Sr. no. Key audit matter description ||How the scope of our audit addressed the key audit matter |
|1 Revenue recognition and measurement ||Our procedures included: |
|Refer to Note 2 (Accounting policies) for revenue recognition and measurement Note 26 of the Standalone Financial Statements for aggregate revenue from sale of goods recognised as ||Accounting policies: Assessing the Company's revenue recognition policies including those related to commission discounts rebates and returns by comparing with the applicable Ind AS. |
|required by the applicable Ind AS. For the year ended March 31 2020 the Company recognised revenues from sale of goods aggregating to Rs. 83775 Lakhs (previous year Rs. 103036 Lakhs). ||Tests of controls: Evaluating the design and testing the operating effectiveness of controls over the accuracy of commission discounts incentives and rebates and correct timing of revenue recognition. |
|The Company recognises revenue from sale of goods when the amount of revenue can be reliably measured it is probable that future economic benefits will flow to the entity and the products have been delivered to the customer. || |
| ||Tests of details: |
|Amounts disclosed as revenue are net of customer returns trade allowance rebates goods and services tax and amount collected on behalf of third parties. ||- Verifying the supporting documentation for determining that the revenue was recognised in the correct accounting period. |
| ||- Comparing the commission discounts incentives and rebates with the prior year and where relevant performed further inquiries and testing. |
|Risk identified: || |
|Revenue is recognised when control of the underlying goods is transferred to the customer. There may be a risk of revenue being overstated due to pressure from Management to achieve performance targets at the reporting period end. ||- Verifying the manual journals posted to revenue to identify unusual or irregular items. |
| ||- To assess the recoverability of trade receivables our procedures included an assessment of whether the provision against or write off impacted our view as to the initial recognition of the related revenue. |
| ||Performing substantive analytical procedures: |
| ||Developing an expectation of the current year revenue based on trend analysis and recent market conditions and growth of the Company and compared the same with the actuals accompanied with further inquiries and testing. |
| ||We also assessed as to whether the disclosures in respect of revenue were adequate. |
|2 Property Plant And Equipment Capitalisation ||Our procedures included: |
|Refer to Note 2 (Accounting policies) for Property Plant and Equipment measurement as required by the applicable Ind AS. During the year ending March 312020 the Company has capitalised Rs. 17257 Lakh. ||Accounting policies: Assessing the Company's capitalisation process and policies by comparing with the applicable Ind AS. |
| ||Tests of controls: Evaluating the design and testing the operating effectiveness of controls over the accuracy of amount capitalised estimation of useful life and correct timing of capitalisation. We determined that the operation of the controls provided to us with audit evidence in respect of the capitalisation of costs. |
|Risk identified: || |
|Capitalisation of costs and the useful lives assigned to assets are areas of judgement by Management. || |
|These manifest themselves in the following two audit risks: - the risk that amounts being capitalised do not meet capitalisation criteria; and ||Tests of details: |
We tested costs capitalised in the year and considered the ageing of assets in the course of construction. We assessed the nature of costs incurred in capital projects through testing of amounts recorded and considering whether the expenditure met the criteria for capitalisation under accounting standards. We found no material misstatements from our testing.
|- the risk that the useful economic lives assigned to assets are inappropriate. ||We tested the controls over the annual review of asset lives. In addition we tested whether Management's views on asset lives are supportable by considering our knowledge of the business. We also tested whether the prior year asset life review has been appropriately applied and assessed the judgements made by Management in the current year review. |
|3. System environment and internal controls ||Our procedures included: |
|Risk identified: ||Tests conducted: |
|The IT and business process controls implemented might not be designed implemented or operating in a manner conducive to the effective processing and reporting of financial information. ||Our response to the risks related to the system environment includes both the test of IT and business process controls. We also performed sufficient tests of details as part of our audit. |
|The fragmented system environment introduces risks related to system access change management and we have accordingly designated this as a focus area in the audit. ||We tested the Company's controls around access and change management related to key IT systems through our Information Technology specialist. |
|The risk of end user devices which are used to store or process the Company's information are encrypted to prevent breach of the Company's information. || |
|The risk of access to Operating system and SAP codes are given to appropriate persons. || |
Information Other than the Standalone Financial Statements andAuditor's Report Thereon
The Company's Board of Directors is responsible for the otherinformation. The other information comprises the Director's Report and Report on CorporateGovernance but does not include the financial statements and our auditor's report there onwhich we obtained prior to the date of this auditor's report.
Our opinion on the financial statements does not cover the otherinformation and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements ourresponsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the financial statements or ourknowledge obtained in the audit or otherwise appears to be materially misstated. If basedon the work we have performed we conclude that there is a material misstatement of thisother information we are required to report that fact. We have nothing to report in thisregard.
Responsibilities of Management for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters statedin section 134(5) of the Companies Act 2013 ("the Act") with respect to thepreparation of these Standalone Financial Statements that give a true and fair view of thefinancial position financial performance changes in equity and cash flows of the Companyin accordance with the accounting principles generally accepted in India including theAccounting Standards specified under section 133 of the Act.
This responsibility also includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and 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 Standalone Financial Statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.
In preparing the StandaloneFinancial Statements the Board of Directorsis responsible 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 the Board of Directors either intends to liquidate the Companyor to cease operations or has no realistic alternative but to do so.
The Board of Directors is also responsible for overseeing the Company'sfinancial reporting process.
Auditor's Responsibilities for the Audit of the Standalone FinancialStatements
Our objectives are to obtain reasonable assurance about whether theStandalone financial statements as a whole are free from material misstatement whetherdue 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 auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of thefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.
Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. Undersection 143(3) (i) of the Companies Act 2013 we are also responsible for expressing ouropinion on whether the company has adequate internal financial controls system in placeand the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the goingconcern basis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany's ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor's report to therelated disclosures in the Financial Statements or if such disclosures are inadequate tomodify our opinion.
Our conclusions are based on the audit evidence obtained up to the dateof our auditor's report. However future events or conditions may cause the Company tocease to continue as a going concern.
Evaluate the overall presentation structure and content of thefinancial statements including the disclosures and whether the financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.
Materiality is the magnitude of misstatements in the financialstatements that individually or in aggregate makes it probable that the economicdecisions of the users of the financial statements may be influenced. We considerquantitative materiality and qualitative factors in (i) planning the scope of our auditwork and in evaluating the results of our work; and (ii) to evaluate the effect of anyidentified misstatements in the financial statements.
We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.
We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.
From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the StandaloneFinancial Statements of the current period and are therefore the key audit matters. Wedescribe these matters in our auditor's report unless law or regulation precludes publicdisclosure about the matter or when in extremely rare circumstances we determine that amatter should not be communicated in our report because the adverse consequences of doingso would reasonably be expected to outweigh the public interest benefits of suchcommunication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report)Order2016("the Order") issued by the Central Government of India in terms ofsub-section (11) of section 143 of the Companies Act 2013 we give in the "AnnexureA" a statement on the matters specifiedin paragraphs 3 and 4 of the said Orderto the extent applicable.
2. As required by section143(3) of the Act we report that:
a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purpose of our audit.
b) In our opinion proper books of account as required by law have beenkept by the Company so far as appears from our examination of those books.
c) The Balance Sheet the Statement of Profit and Loss the Statementof Changes in Equity and the Cash Flow Statement dealt with by this Report are inagreement with the books of account.
d) In our opinion the aforesaid Standalone Financial Statements complywith the Accounting Standards specified under section 133 of the Act read with Rule 7 ofthe Companies (Accounts) Rules 2014.
e) On the basis of the written representations received from theDirectors of the Company as on March 31 2020 and taken on record by the Board ofDirectors none of the Directors of the Company are disqualified as on March 31 2020from 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 withreference to financial statements of the Company and the operating effectiveness of suchcontrols refer to our separate Report in "Annexure B".
g) According to information and explanations given to us and based onour examination of the records of the Company the Company has paid/provided managerialremuneration in accordance with the requisite approvals mandated by the provisions ofSection 197 of the Act.
h) With respect to the other matters to be included in the Auditor'sReport in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 inour opinion and to the best of our information and according to the explanations given tous:
i) The Standalone Financial Statements disclose the impact of pendinglitigations on the financial position of the Company. Refer Note 37 to the StandaloneFinancial Statements.
ii) The Company has made provision as required under the applicablelaws or Accounting Standards for material foreseeable losses if any on long termcontracts including derivative contracts. Refer Notes 2(h) and Note 42.5.2 to theStandalone Financial Statements.
iii) There were no amounts which were required to be transferred to theInvestor Education and Protection Fund by the Company.
For KALYANIWALLA & MISTRY LLP
Firm Reg. No.: 104607W / W100166
Daraius Z. Fraser
M. No.: 42454
Mumbai: June 29 2020.
Annexure to the Independent Auditor's Report
The Annexure referred to in paragraph 1 'Report on Other Legal andRegulatory Requirements' in our Independent Auditors' Report to the members of the Companyon the Standalone Financial Statements for the year ended March 31 2020:
Statement on Matters specified in paragraphs 3 and 4 of the Companies(Auditor's Report) Order 2016:
1. Fixed Assets:
a) The Company has maintained proper records showing full particularsincluding quantitative details and situation of fixed assets.
b) The Company has a program for physical verification of fixed assetsat periodic intervals. The Company had planned to conduct physical verification of fixedassets for the year based on the program mentioned above in the month of March 2020however due to shutdown of its plants following the nationwide lockdown imposed by theGovernment of India in view of the COVID-19 pandemic the same could not be conducted.Consequently in the absence of physical verification being conducted during the year Wehave carried out alternative procedures to assess the accuracy of fixed assets as reportedin the financial statements taking into account the internal control followed bymanagement in the area of fixed assets.
c) According to the information and explanations given to us and on thebasis of the records of the Company examined by us the title deeds of immovableproperties are held in the name of the Company or in the name of the erstwhile Companiesthat have merged with the Company.
2. The Management has conducted physical verification of inventory atreasonable intervals and obtained inventory confirmations from third parties in respect ofinventory lying with them.The discrepancies noticed on physical verification were notmaterial in relation to the operations of the Company and the same. We were not in aposition to phsically to attend the inventory verification which was planned at the yearend due to shut down of its plant following the nation wide lockdown imposed by the Govt.of India in view of the Covid 19 Pandemic. Consequently we have conducted alternativeanalytical review procedures including roll forward procedures and relied on otherinternal controls for drawing comfort on the inventory as reported in the financialstatements as the year end.
3. The Company has not granted any loans secured or unsecured tocompanies firms Limited Liability
Partnership or other parties covered in the register maintained undersection 189 of the Companies Act 2013.Therefore the provisions of sub-clause (a) (b)and (c) of paragraph 3 (iii) of the Order are not applicable.
4. According to the information and explanations given to us theCompany has not advanced any loans or given guarantee or provided any security to partiescovered under section 185 of the Companies Act 2013. In our opinion and according to theinformation and explanations given to us and records examined by us the provisions ofsection 186 of the Companies Act 2013 in respect of investments made have been compliedwith by the Company. The Company has not given any loans or guarantees.
5. In our opinion and according to the information and explanationsgiven to us the Company has not accepted any deposits from the public within the meaningof sections 73 to 76 or any other relevant provisions of the Companies Act 2013 and therules framed thereunder. No order has been passed by the Company Law Board or NationalCompany Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.
6. According to the information and explanations given to us theCompany has prima facie made and maintained the prescribed cost records pursuant to theCompanies (Cost Records and Audit) Rules 2014 as amended and prescribed by the CentralGovernment under sub section (1) of Section 148 of the Companies Act 2013. We havehowever not made a detailed examination of the cost records with a view to determinewhether they are accurate or complete.
7. Statutory Dues:
a) According to the information and explanations given to us and on thebasis of the records examined by us the Company is regular in depositing undisputedstatutory dues including dues pertaining to Investor Education and Protection FundProvident Fund Employees' State Insurance Income-tax Goods and Service Tax Duty ofCustoms Cess Sales tax Service tax Excise duty Value added tax and any otherstatutory dues with the appropriate authorities wherever applicable. We have been informedthat there are no undisputed dues which have remained outstanding as at the last day ofthe financial year for a period of more than six months from the date they becamepayable.
b) According to the information and explanations given to us there areno dues of Income-tax Goods and Service Tax Duty of Customs or Cess outstanding onaccount of any dispute other than the following :
|Name of Statute ||Nature of Dues ||Amount (Rs. in Lakhs) ||Period to which the amount relates ||Forum where dispute is pending |
|The Central Excise Act 1944 ||Excise Duty / Service Tax demands relating to disputed classification assessable values etc. which the Company has contested and is in appeals ||8.39 ||1991-1996 1997-1999 ||Commissioner |
|The Customs Tariff Act 1962 ||Custom Duty demands relating to classifications etc. Net of amount paid under protest Rs. 4.69 Lakhs ||Nil ||2011-2013 ||CESTAT |
|Central Sales Tax Act 1956 and various State Sales Tax Acts ||Sales Tax demands. Net of amount paid under protest Rs. 13.37 Lakhs ||358.71 ||1995-1999 2003-2004 ||Appellate Tribunal |
| || ||5.65 ||2001-2002 2004-2005 ||Commissioner (Appeals) |
| || ||1306.45 ||2008-09 2011-16 ||Commissioner (Appeals) |
|Chapter V of the Finance Act 1994 ||Service Tax relating to disputed classification assessable values etc. which the Company has contested and is in appeals at various levels. Net of amount paid under protest Rs. 5.99 Lakhs ||190.90 ||2010-2016 ||CESTAT |
| || ||1.81 ||2015-2018 ||Superintendent Customs & CEX |
|Income-tax Act 1961 ||Income-tax demands against which the Company has preferred appeals. (Net of amount paid under protest Rs. 237.87 Lakhs) ||43.34 ||2011-12 2012-13 2016-17 ||Commissioner of income tax appeals |
|Employees Provident Funds & Miscellaneous Provisions Act 1952 ||Provident Fund Contribution Case (PPD and PCD) ||9.92 ||2002-2004 ||Assistant PF Commissioner |
8. According to the information and explanations given to us and basedon the documents and records produced before us there has been no default in repayment ofdues to banks. There are no dues to financial institutions debenture holders andGovernment.
9. According to the information and explanations given to us theCompany has neither raised money through initial public offer or further public offer nortaken any term loans hence the provisions of paragraph 3 (ix) of the Order are notapplicable.
10. During the course of our examination of the books of account andrecords of the Company to the best of our knowledge and belief and according to theinformation and explanations given to us by the Management no fraud by or on the Companyby its officers or employees has been noticed or reported during the year.
11. According to the information and explanations given to us and onthe basis of the records examined by us the Company has paid or provided managerialremuneration in accordance with the provisions of section 197 read with Schedule V to theAct.
12. In our opinion and according to the information and explanationsgiven to us the Company is not a Nidhi Company.
13. According to the information and explanations given to us and basedon our examination of the records of the Company transactions with the related partiesare in compliance with sections 177 and 188 of the Companies Act 2013 where applicableand details of such transactions have been disclosed in the Standalone FinancialStatements as required by the applicable accounting standards.
14. According to the information and explanations given to us and basedon our examination of the records of the Company the Company has not made anypreferential allotment or private placement of shares or fully or partly convertibledebentures during the year.
15. According to the information and explanations given to us and basedon our examination of the records of the Company the Company has not entered into anynoncash transactions with Directors or persons connected with him.
16. In our opinion and according to the information and explanationsgiven to us and based on our examination of the records of the Company the Company is notrequired to be registered under section 45-IA of the Reserve Bank of India Act 1934.
For KALYANIWALLA & MISTRY LLP
Firm Reg. No.: 104607W / W100166
Daraius Z. Fraser
M. No.: 42454
Mumbai: June 29 2020.
Independent Auditor's report on the Internal Financial Controls withreference to financial statements under Clause (i) of Sub-section 3 of Section 143 of theCompanies Act 2013 ("the Act")
We have audited the internal financial controls with reference tofinancial statements of NOCIL LIMITED ("the Company") as of March 312020 in conjunction with our audit of the Standalone Financial Statements of the Companyfor the year ended on that date.
Management's Responsibility for Internal Financial Controls
The Company's Management is responsible for establishing andmaintaining internal financial controls based on the internal control with reference tofinancial statements criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting (Rs.he "Guidance Note") issued by theInstitute of Chartered Accountants of India (ICAI). These responsibilities include thedesign implementation and maintenance of adequate internal financial controls that wereoperating 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 (Rs.he "Act" or the "Companies Act").
Our responsibility is to express an opinion on the Company's internalfinancial controls with reference to financial statements based on our audit. We conductedour audit in accordance with the Guidance Note on Audit of Internal Financial ControlsOver Financial Reporting (Rs.he "Guidance Note") and the Standards on Auditingissued by the Institute of Chartered Accountants of India ("the ICAI") anddeemed to 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 ICAI. Those Standards and the GuidanceNote require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether adequate internal financial controls withreference to financial statements was established and maintained and if such controlsoperated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system with reference to financialstatements and their operating effectiveness. Our audit of internal financial controlswith reference to financial statements included obtaining an understanding of internalfinancial controls with reference to financial statements assessing the risk that amaterial weakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The procedures selecteddepend on the auditor's judgment including the assessment of the risks of materialmisstatement of the Standalone Financial Statements whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internal financialcontrols system with reference to financial statements.
Meaning of Internal Financial Controls with reference to financialstatements
A Company's internal financial control with reference to financialstatements is a process designed to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of Standalone Financial Statements for externalpurposes in accordance with generally accepted accounting principles. A Company's internalfinancial control with reference to financial statements includes those policies andprocedures that:
1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of theCompany;
2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of Standalone Financial Statements in accordance withgenerally accepted accounting principles and that receipts and expenditures of theCompany are being made only in accordance with authorisations of Management and Directorsof the Company; and
3) provide reasonable assurance regarding prevention or timelydetection of unauthorised acquisition use or disposition of the Company's assets thatcould have a material effect on the Standalone Financial Statements.
Inherent Limitations of Internal Financial Controls with referenceto financial statements
Because of the inherent limitations of internal financial controls withreference to financial statements including the possibility of collusion or impropermanagement override of controls material misstatements due to error or fraud may occurand not be detected. Also projections of any evaluation of the internal financialcontrols with reference to financial statements to future periods are subject to the riskthat the internal financial control with reference to financial statements may becomeinadequate because of changes in conditions or that the degree of compliance with thepolicies or procedures may deteriorate.
In our opinion the Company has in all material respects an adequateinternal financial controls system with reference to financial statements and suchinternal financial controls with reference to financial statements were operatingeffectively as at March 31 2020 based on the internal control with reference tofinancial statements criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the ICAI.
For KALYANIWALLA & MISTRY LLP
Firm Reg. No.: 104607W / W100166
Daraius Z. Fraser
M. No.: 42454
Mumbai: June 29 2020.