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Orient Bell Ltd.

BSE: 530365 Sector: Consumer
NSE: ORIENTBELL ISIN Code: INE607D01018
BSE 00:00 | 22 Feb 159.35 5.55
(3.61%)
OPEN

154.05

HIGH

162.00

LOW

154.05

NSE 00:00 | 22 Feb 159.35 5.05
(3.27%)
OPEN

156.25

HIGH

161.00

LOW

154.50

OPEN 154.05
PREVIOUS CLOSE 153.80
VOLUME 1930
52-Week high 332.15
52-Week low 141.75
P/E 15.26
Mkt Cap.(Rs cr) 227
Buy Price 159.15
Buy Qty 21.00
Sell Price 159.35
Sell Qty 1.00
OPEN 154.05
CLOSE 153.80
VOLUME 1930
52-Week high 332.15
52-Week low 141.75
P/E 15.26
Mkt Cap.(Rs cr) 227
Buy Price 159.15
Buy Qty 21.00
Sell Price 159.35
Sell Qty 1.00

Orient Bell Ltd. (ORIENTBELL) - Auditors Report

Company auditors report

To the Members of M/S ORIENT BELL LIMITED

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying Standalone Ind AS financial statements of OrientBell Limited ("the Company") which comprise the Balance Sheet as at March31 2018 and the Statement of Profit and Loss (including Other Comprehensive Income) theCash Flow Statement and the Statement of Changes in Equity for the year then ended and asummary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Ind AS Financial Statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 201 3 ("the Act") with respect to the preparation ofthese Ind AS financial statements that give a true and fair view of the state of affairs(financial position) profit & loss (financial performance including othercomprehensive income) cash flows and changes in Equity of the Company in accordance withthe accounting principles generally accepted in India including the Accounting Standards(Ind AS) specified under Section 133 of the Act read with the Companies (Indian accountingStandards) Rule 2015 as amended.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding of the assets of the Companyand 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 Ind AS financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these Ind AS financial statements basedon our audit.

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 of Ind AS financial statements in accordance with the Standardson Auditing specified under Section 143(10) of the Act. Those Standards require that wecomply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether the Standalone Ind AS financial statements are free from materialmisstatement.

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the Standalone Ind AS financial statements. The procedures selected dependon the auditor's judgment including the assessment of the risks

of material misstatement of the Ind AS financial statements whether due to fraud orerror. In making those risk assessments the auditor considers internal financial controlrelevant to the Company's preparation of the Ind AS financial statements that give a trueand 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 financialstatements.

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

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid Standalone Ind AS 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 including the Ind AS of thestate of affairs (financial position) of the Company as at March 31 2018 and its Profit(including other comprehensive income) its cash flows and the changes in the equity forthe year ended on that date.

Other Matters

The comparative financial information of the Company for the year ended March 31 2017and the transition date opening balance sheet as at April 1 2016 included in thesestandalone Ind AS financial statements are based on the previously issued statutoryfinancial statements prepared in accordance with the Companies (Accounting Standards)Rules 2006 audited by predecessor auditor whose report for the year ended March 31 2017& March 31 2016 dated May 22 2017 and May 23 2016 respectively expressed anunmodified opinion on those standalone financial statements as adjusted for thedifferences in the accounting principles adopted by the Company on transition to the IndAS which have been audited by us. Our opinion is not modified in respect of above matter.

Report on Other Legal and Regulatory Requirements

1. 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 Cash Flow Statement and the Statement of Changes in Equity dealt with by thisReport are in agreement with the books of account.

(d) In our opinion the aforesaid Ind AS financial statements comply with the Companies(Indian Accounting Standards) specified under Section 133 of the Act.

(e) On the basis of the written representations received from the directors as on March312018 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2018 from being appointed as a director in terms of Section 164(2) of theAct.

(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-A'.

(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. On the basis of written representations received from the management of the Companythe Company has no pending

litigations which could impact its financial position in its financial statements. iiAccording to the information provided and explanation provided to us the company did nothave any long-term contracts including derivative contracts for which there were anymaterial foreseeable losses.

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

2. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Act we give in the Annexure- 'B' a statement on the matters specified in theparagraph 3 and 4 of the order.

For B.R. Gupta & Co.
Chartered Accountants
Firm's Registration Number 008352N
(Deepak Agarwal)
Place of Signature New Delhi Partner
Dated 21st May 2018 Membership No. 073696

Annexure 'A' to the Independent Auditors' Report of even date on the financialstatement of Orient Bell Limited

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

We have audited the internal financial controls over financial reporting of OrientBell Limited ("the Company") as of

March 31 2018 in conjunction with our audit of the 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 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 (ICAI). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Companies Act 2013.

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 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 authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2018 based on"the internal control over financial reporting 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.

For B.R. Gupta & Co.

Chartered Accountants Firm's Registration Number 008352N

(Deepak Agarwal)
Place of Signature : New Delhi Partner
Dated : 21st May 2018 Membership No. 073696

Annexure 'B' to the Independent Auditor's Report

The Annexure referred to in Independent Auditors' Report to the members of the Companyon the financial statements for the year ended March 312018 we report that:

i) In respect of fixed assets:

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

b) The Company has a regular programme of physical verification of its fixed assets bywhich fixed assets are verified periodically. In accordance with this programme for theyear no material discrepancies were noticed on such verification. In our opinion suchperiodicity of physical verification is reasonable having regard to the size of theCompany and the nature of its assets.

c) On the basis of written representation received from the management of the Companythe title deeds of immovable properties held in the name of the Company are mortgaged withthe Banks for securing the long term borrowings and credit limits raised by the Company.

ii) In respect of its inventory:

a) On the basis of information and explanation provided by the management inventorieshave been physically verified by the management during the year. In our opinion thefrequency of physical verification followed by the management is reasonable. However wewere being informed that physical verification of clay was made on the basis of volume anddensity which is approximately correct.

b) No material discrepancies were noticed on verification between the physical stocksand the book records. The variances found in the stocks during physical verificationprocess and books of account were accounted for in the books of account.

iii) (a) to (c) According to the information and explanation given to us the Companyhad not granted loans secured or unsecured to any of the companies firms or otherparties covered in the register maintained under section 189 of the Companies Act 2013.Therefore the provisions of paragraph 3(iii) (a) to (c) of the Companies (Auditor'sReport) Order 2016 are not applicable to the Company.

iv) According to the information and explanation given to us the Company has notransaction of loans guarantees and security during the year covered under

the provisions of section 185 and 186 of the Companies Act 2013. Therefore theprovisions of paragraph 3(iv) of the Companies (Auditor's Report) Order 201 6 are notapplicable to the Company.

v) In our opinion and according to the information and explanation given to us sincethe Company has not accepted any deposits therefore the question of the compliance of anydirectives issued by the Reserve Bank of India and the provisions of sections 73 to 76 orany other relevant provisions of the Companies Act and the rules framed there under doesnot arise.

vi) On the basis of available information and explanation provided to us the CentralGovernment has not prescribed maintenance of cost records under sub-section (1) of section148 of the Companies Act 2013 read with Companies (Cost Records and Audit) AmendmentRules 2014 dated December 312014 to the current operations carried out by the Company.Accordingly the provisions of paragraph 3(vi) of the Companies (Auditor's Report) Order2016 are not applicable to the Company.

vii) In respect to statutory dues:

a) The Company is generally regular in depositing undisputed statutory dues includingProvident Fund Employees' State Insurance Income Tax Sales Tax Service Tax duty ofCustoms duty of Excise Value Added Tax Goods and Service Tax and any other materialstatutory dues applicable to it with the appropriate authorities. There were no undisputedamounts payable in respect of Provident Fund Employees' State Insurance Income TaxSales Tax Service Tax duty of Customs duty of Excise Value Added Tax Cess and anyother material statutory dues in arrears as at March 31 2018 for a period of more thansix months from the date they became payable.

b) According to the records of the Company examined by us and the information andexplanations given to us there were no dues of Income Tax or Sales Tax or Service Tax orduty of Customs or duty of Excise or Value Added Tax which have not been deposited onaccount of any dispute except the following which have not been deposited on account ofdispute:

Name of the Statute Nature of Dispute Amount (in ' Period Forum where dispute is pending
U.P. Vat Act Entry tax and other dues 1191100 2000-01 & 2003-04 Allahabad High Court
U.P. Vat Act Entry tax and other dues 320813 2002-03 Ghaziabad Tribunal
U.P. Vat Act Sales Tax Demand 34594 2003-04 Allahabad High Court
U.P. Vat Act Sales Tax Demand 1098623 2003-04 Allahabad High Court
U.P. Vat Act Sales Tax Demand 973790 2004-05 Allahabad High Court
Name of the Statue Nature of Dispute Amount (in ' Period Forum where dispute is pending
U.P. Vat Act Sales Tax Demand 2740918 2002-03 Supreme Court
Gujarat VAT Sales Tax Demand 280259 2010-11 Astt. Commissioner of Commercial Tax
Gujarat VAT Sales Tax Demand 372499 2006-07 Gujarat Value Added Tax Tribunal Ahmedabad
A.P. VAT Act Sales Tax demand 489768 2005-06 & 2006-07 High Court of A.P.
A.P. VAT Act Sales Tax Demand 534158 2009-10 Commissioner (Appeals)
A.P. VAT Act Sales Tax Demand 934777 2009-10 Commissioner (Appeals)
Mumbai Vat Act Sales Tax Demand 27246 2006-07 VAT Officer
Mumbai Vat Act Sales Tax Demand 18394 2008-09 Commissioner of Sales Tax Appeal II
Mumbai Vat Act Sales Tax Demand 1314013 2008-09 Commissioner of Sales Tax Appeal II
Kerala Vat Act Sales Tax Demand 283774 2005-06 Assistant commissioner Ernakulam
Kerala Vat Act Sales Tax Demand 55526 2012-13 Assistant commissioner Ernakulam
Goa VAT Act Sales Tax Demand 3707 2008-09 Assistant commissioner Goa
Haryana Vat Act Sales Tax Demand 121318 2015-16 Commissioner (Appeal)- Excise & Taxation Officer
Central Excise & Customs Act Excise & other dues 5049504 2010-2016 CESTAT Ahemdabad
Central Excise & Customs Act Excise & other dues 11 102931 2011-12 High Court Bengaluru
Income Tax Act 1961 Income Tax demand 1692841 AY: 1990-91 ITAT Ahmedabad
Income Tax Act 1961 Income Tax demand 2237194 AY: 1995-96 Gujarat High Court
Income Tax Act 1961 Income Tax demand 762880 AY:2003-04 ITAT Ahmedabad
Income Tax Act 1961 Income Tax demand 1630483 AY:2003-04 ITAT Ahmedabad
Income Tax Act 1961 Income Tax demand 31057825 AY:2011-12 CIT (Appeals) Ahmedabad

viii) On the basis of information and explanation provided to us the Company has notdefaulted in repayment of loans and borrowings to financial institution and bank. TheCompany has not taken any loan from Government and also has not issued any debentures.

ix) The Company did not raise any money by the way of initial public or further publicoffer (including debt instruments) during the year. The term loans taken during the yearwere applied for the purpose for which the same has been raised.

x) According to the information and explanations given to us no fraud by the Companyor on the Company by its officers or employees has been noticed or reported during

the year except for a case of misappropriation in assets of the Company of animmaterial amount; reported by the Company to us. The same is accounted for in the booksof account and the Company has taken necessary corrective action.

xi) The Company has paid/ provided managerial remuneration to its directors during theyear in accordance with provisions of section 197 read with Schedule V to the CompaniesAct 2013 as applicable to the Company.

xii) The Company is not a nidhi company hence the provisions of paragraph 3(xii) of theCompanies (Auditor's Report) Order 2016 are not applicable to the Company.

xiii) During the course of our examination of the books and records of the Company alltransactions entered with the related parties are in compliance with section 177 and 188of Companies Act 2013 and the details have been disclosed in the financial statementsetc as required by the applicable accounting standards.

xiv) The Company has not made any preferential allotment or private placement of sharesor fully or partly convertible debentures during the year under review. Accordingly theprovisions of paragraph 3(xiv) of the Companies (Auditor's Report) Order 2016 are notapplicable to the Company.

xv) The Company has not entered into any non-cash transactions with directors orpersons connected with him and hence provisions of section 192 of the Companies Act 2013are not applicable.

xvi) The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934. Accordingly the provisions of paragraph 3(xvi) of the Companies(Auditor's Report) Order 2016 are not applicable to the Company.

For B.R. Gupta & Co.

Chartered Accountants Firm's Registration Number 008352N

(Deepak Agarwal)
Place of Signature : New Delhi Partner
Dated : 21st May 2018 Membership No. 073696