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NOCIL Ltd.

BSE: 500730 Sector: Industrials
NSE: NOCIL ISIN Code: INE163A01018
BSE 00:00 | 17 Aug 178.85 5.80
(3.35%)
OPEN

173.00

HIGH

180.00

LOW

173.00

NSE 00:00 | 17 Aug 178.90 5.35
(3.08%)
OPEN

173.95

HIGH

180.45

LOW

173.95

OPEN 173.00
PREVIOUS CLOSE 173.05
VOLUME 77674
52-Week high 236.00
52-Week low 131.80
P/E 16.00
Mkt Cap.(Rs cr) 2,957
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 173.00
CLOSE 173.05
VOLUME 77674
52-Week high 236.00
52-Week low 131.80
P/E 16.00
Mkt Cap.(Rs cr) 2,957
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

NOCIL Ltd. (NOCIL) - Auditors Report

Company auditors report

 

TO THE MEMBERS OF NOCIL LIMITED

Report on the Ind AS Standalone Financial Statements

We have audited the accompanying Ind AS Standalone Financial Statements of NOCILLIMITED ("the Company") which comprise the Balance Sheet as at March31 2018 the Statement of Profit and Loss (including Other Comprehensive Income) theStatement of Cash Flow the Statement of Changes in Equity for the year then ended and asummary of significant accounting policies and other explanatory information (hereinafterreferred to as "the Ind AS Standalone Financial Statements").

Management's Responsibility for the Ind AS 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 Ind AS Standalone Financial Statements that give a true and fair view of thefinancial position financial performance including other comprehensive income cash flowsand changes in equity of the Company in accordance with the accounting principlesgenerally accepted in India including the Indian Accounting Standards specified undersection 133 of the Act read with relevant Rules issued thereunder. This responsibilityalso includes maintenance of adequate accounting records in accordance with the provisionsof the Act for safeguarding the assets of the Company and for preventing and detectingfrauds and other irregularities; 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 wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the Ind AS Standalone FinancialStatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these Ind AS Standalone FinancialStatements based on our audit. We have taken into account the provisions of the Act theaccounting and auditing standards and matters which are required to be included in theaudit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified undersection 143(10) of the Act and other applicable authoritative pronouncements issued by theInstitute of Chartered Accountants of India. Those Standards and pronouncements requirethat we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the Ind AS Standalone Financial Statements are freefrom material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the Ind AS Standalone Financial Statements. The procedures selecteddepend on the auditor's judgment including the assessment of the risks of materialmisstatement of the Ind AS Standalone Financial Statements whether due to fraud or error.In making those risk assessments the auditor considers internal financial controlrelevant to the Company's preparation of the Ind AS Standalone Financial Statements thatgive a true and fair view in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of the accountingpolicies used and the reasonableness of the accounting estimates made by the Company'sDirectors as well as evaluating the overall presentation of the Ind AS StandaloneFinancial Statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Ind AS Standalone Financial Statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid Ind AS Standalone Financial Statements give the informationrequired by the Act in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India of the state of affairs of theCompany as at March 31 2018 its profit (including other comprehensive income) its cashflows and the changes in equity for the year ended on that date.

Other Matters

The financial information of the Company for the year ended March 31 2017 and thetransition date opening balance sheet as at April 1 2016 included in these Ind ASFinancial Statements are based on the previously issued statutory financial statementsfor the years ended March 31 2017 and March 31 2016 prepared in accordance with theCompanies (Accounting Standards) Rules as applicable which were audited by the predecessorauditor on which they had expressed an unmodified opinion dated May 05 2016 and May 082017 respectively. The adjustments to those financial statements for the differences inaccounting principles adopted by the Company on transition to the Ind AS have been auditedby us.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("theOrder") issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Companies Act 2013 we give in the "Annexure A" astatement on the matters specified in paragraphs 3 and 4 of the said Order to the extentapplicable.

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 thebest 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 been kept bythe Company so far as appears from our examination of those books.

c) The Balance Sheet the Statement of Profit and Loss (including othercomprehensive income) the Cash Flow Statement and the Statement of changes in Equitydealt with by this Report are in agreement with the books of account.

d) In our opinion the aforesaid Ind AS 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 the Directors ofthe Company as on March 31 2018 and taken on record by the Board of Directors none ofthe Directors of the Company are disqualified as on March 31 2018 from being appointedas a Director in terms of section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls overfinancial reporting of the Company and the operating effectiveness of such controls referto our separate 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 Ind AS Standalone Financial Statements disclose the impact of pendinglitigations on the financial position of the Company. Refer Note 39 to the Ind ASStandalone Financial Statements.

ii) The Company has made provision as required under the applicable laws orAccounting Standards for material foreseeable losses if any on long term contractsincluding derivative contracts. Refer Notes 2(h) and Note 44.5.2 to the Ind AS StandaloneFinancial 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

CHARTERED ACCOUNTANTS

Firm Regn. No.: 104607W/W100166

Daraius Z. Fraser

PARTNER

M. No.: 42454

Mumbai: May 4 2018.

ANNEXURE A TO THE INDEPENDENT AUDITOR'S REPORT

The Annexure referred to in paragraph 1 under ‘Report on Other Legal andRegulatory Requirements' in our Independent Auditors' Report to the members of the Companyon the Ind AS Standalone Financial Statements for the year ended March 31 2018:

Statement on Matters specified in paragraphs 3 and 4 of the Companies (Auditor'sReport) Order 2016:

1. Fixed Assets:

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

b) The Company has a program for physical verification of fixed assets at periodicintervals. The Company has conducted a physical verification of fixed assets during theyear. In our opinion the period of verification is reasonable having regard to the sizeof the Company and the nature of its assets. The discrepancies noticed on suchverification are not material and have been properly dealt with in the books of account.

c) According to the information and explanations given to us and on the basis of therecords of the Company examined by us the title deeds of immovable properties are held inthe name of the Company or in the name of the erstwhile Companies that have merged withthe Company.

2. The Management has conducted physical verification of inventory at reasonableintervals and obtained inventory confirmations from third parties in respect of inventorylying with them. The discrepancies noticed on physical verification were not material inrelation to the operations of the Company and the same have been properly dealt with inthe books of account.

3. The Company has not granted any loan secured or unsecured to companies firmslimited liability partnerships or other parties which are listed in the registermaintained under Section 189 of the Companies Act 2013.

4. In our opinion and according to the information and explanations given to us theCompany has not advanced any loans to parties or granted securities covered under Section185 of the Companies Act 2013. In our opinion and according to the information andexplanations given to us and records examined by us the provisions of Section 186 of theCompanies Act 2013 in respect of loans given guarantees given and investments made havebeen complied with by the Company.

5. In our opinion and according to the information and explanations given to us theCompany has not accepted any deposits from the public within the meaning of Sections 73 to76 or any other relevant provisions of the Companies Act and the rules framed thereunder.No order has been passed by the Company Law Board or National Company Law Tribunal orReserve Bank of India or any Court or any other Tribunal.

6. According to the information and explanations given to us in our opinion 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 the basis of therecords examined by us the Company is regular in depositing undisputed statutory duesincluding Provident Fund Employees' State Insurance Income-tax Goods and Service TaxSales-tax Service Tax Duty of Customs Duty of Excise Value added tax Cess and anyother statutory dues with the appropriate authorities wherever applicable. We have beeninformed that there are no undisputed dues which have remained outstanding as at the lastday of the 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 are no dues ofIncome-tax Goods and Service Tax Sales tax Service tax Duty of Customs Duty ofExcise Value added tax or Cess outstanding on account of any dispute other than thefollowing:

Name of Statute Nature of Dues Amount (Rs. 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 at various levels. Net of amount paid under protest Rs. 25.22 Lakhs 25.49 1992-93 1997 2001-02 CESTAT
8.39 1991-1996 1997-1999 Commissioner
0.78 1993-1994 1994-1995 1995-1996 Deputy 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 Sales Tax demands. 358.71 1995-1999 2003-2004 Appellate Tribunal
State Sales Tax Acts 5.65 2001-2002 2004-2005 Commissioner (Appeals)
Income-tax Act 1961 Income-tax demands against which the company has preferred appeals. 251.81 1989-1990 2011-2012 2012-2013 Commissioner of income tax 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. 205.33 2010-2016 CESTAT
21.15 2015-2017 Assistant Commissioner
Net of amount paid under protest Rs. 7.16 Lakhs 1.81 2015-2018 Superintendent Customs & CEX
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 based on the documentsand records produced before us there has been no default in repayment of dues to banksfinancial institutions or debenture holders. There are no dues to Government.

9. The Company did not raise any money by way of initial public offer or further publicoffer (including debt instruments) during the year and the term loans obtained by theCompany were applied for the purpose for which the loans were obtained.

10. During the course of our examination of the books of account and records of theCompany to the best of our knowledge and belief and according to the information andexplanations given to us by the Management no fraud by the Company or on the Company byits officers or employees has been noticed or reported during the year.

11. According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has paid / provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofsection 197 read with Schedule V to the Act.

12. In our opinion and according to the information and explanations given to us theCompany is not a Nidhi Company.

13. According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with related parties are incompliance with sections 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the financial statements as required by the applicableaccounting 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.

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 non-cashtransactions with Directors or persons connected with him.

16. The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934.

For KALYANIWALLA & MISTRY LLP

CHARTERED ACCOUNTANTS

Firm Regn. No.: 104607W/W100166

Daraius Z. Fraser

PARTNER

M. No.: 42454

Mumbai: May 4 2018.

ANNEXURE B TO THE INDEPENDENT AUDITOR'S 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 Ind AS StandaloneFinancial Statements for the year ended March 31 2018.

Report on the Internal Financial Controls under Clause (i) of Subsection 3 of section143 of the Companies Act 2013.

We have audited the internal financial controls over financial reporting of NOCILLIMITED ("the Company") as of March 31 2018 in conjunction with ouraudit of the Ind AS Standalone Financial Statements of the Company for the year ended onthat 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 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 of reliablefinancial information as required under the Companies Act 2013 (the "Act" orthe "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. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Company's internal financial controls system overfinancial 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 of records that in reasonable detail accuratelyand fairly reflect the transactions and dispositions of the assets of the company;

2) provide reasonable assurance that transactions are recorded as necessary topermit preparation of financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the company are being madeonly in accordance with authorizations of management and directors of the company; and

3) provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition use or disposition of the company's assets that could have amaterial 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 to the best of our knowledge and according to the explanations given tous the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 31 2018 based on the internal controlover financial reporting 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 Institute of Chartered Accountants ofIndia.

For KALYANIWALLA & MISTRY LLP

CHARTERED ACCOUNTANTS

Firm Regn. No.: 104607W/W100166

Daraius Z. Fraser

PARTNER

M. No.: 42454

Mumbai: May 4 2018.