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Orient Electric Ltd.

BSE: 541301 Sector: Consumer
NSE: ORIENTELEC ISIN Code: INE142Z01019
BSE 00:00 | 15 Feb 126.10 -5.70
(-4.32%)
OPEN

132.00

HIGH

132.00

LOW

125.20

NSE 00:00 | 15 Feb 125.15 -7.00
(-5.30%)
OPEN

133.00

HIGH

133.00

LOW

124.00

OPEN 132.00
PREVIOUS CLOSE 131.80
VOLUME 15457
52-Week high 177.00
52-Week low 108.00
P/E 34.45
Mkt Cap.(Rs cr) 2,676
Buy Price 125.00
Buy Qty 1.00
Sell Price 126.10
Sell Qty 942.00
OPEN 132.00
CLOSE 131.80
VOLUME 15457
52-Week high 177.00
52-Week low 108.00
P/E 34.45
Mkt Cap.(Rs cr) 2,676
Buy Price 125.00
Buy Qty 1.00
Sell Price 126.10
Sell Qty 942.00

Orient Electric Ltd. (ORIENTELEC) - Auditors Report

Company auditors report

To the Members of Orient Electric Limited Report on the FinancialStatements

We have audited the accompanying financial statements of OrientElectric Limited ("the Company") which comprise the Balance Sheet as at March31 2017 the Statement of Profit and Loss and Cash Flow Statement for the period from10th October 2016 to 31sf March 2017 and a summary of significant accounting policiesand other explanatory information.

Management's Responsibility for the 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 financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance withaccounting principles generally accepted in India including the Accounting Standardsspecified under section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014 and the Companies (Accounting Standards) Amendment Rules 2016. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding of the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; andthe design implementation and maintenance of adequate internal financial control thatwere operating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.

Auditor's Responsibility

Our responsibility is to express an opinion on these 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 conductedour audit in accordance with the Standards on Auditing issued by the Institute ofChartered Accountants of India as specified under Section 143(10) of the Act. ThoseStandards require that we comply with ethical requirements and plan and perform the auditto obtain reasonable assurance about whether the financial statements are free frommateria! misstatement.

An audit involves performing procedures to obtain audit evidence aboutthe amounts and disclosures in the financial statements. The procedures selected depend onthe auditor's judgment including the assessment of the risks of material misstatement ofthe financial statements whether due to fraud or error. In making those risk assessmentsthe auditor considers internal financial control relevant to the Company's preparation ofthe financial

statements that give a true and fair view in order to design auditprocedures that are appropriate in the circumstances. An audit also includes evaluatingthe appropriateness of accounting policies used and the reasonableness of the accountingestimates made by the Company's Directors as well as evaluating the overall presentationof the financial statements. We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our audit opinion on the financialstatements.

Opinion

In our opinion and to the best of our information and according to theexplanations given to us the financial statements give the information required by theAct in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at March 31 2017 its loss and its cash flows for the period from 10th October 2016to 31st March 2017.

Emphasis of Matter

We draw attention to Note 9 to the financial statements in respect ofscheme of arrangement for transfer of Consumer Electric business of Orient Paper &Industries Limited to the Company with effect from 1st March 2017 subject to necessaryapprovals more fully described therein. Pending such approvals no adjustment has beenmade in these accounts.

Our opinion is not qualified in respect of the above matter.

Report on Other Legal and Regulatory Requirements

1. 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 of the Act we give in the ‘Annexure 1" a statement on thematters specified in paragraphs 3 and 4 of the Order.

2. As required by section 143 (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 it appears from our examination of those books;

(c) The Balance Sheet Statement of Profit and Loss and Cash FlowStatement dealt with by this Report are in agreement with the books of account;

(d) In our opinion the aforesaid financial statements comply with theAccounting Standards specified under section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014 and the Companies (Accounting Standards) Amendment Rules2016;

(e) On the basis of written representations received from the directorsas on March 31 2017 and taken on record by the Board of Directors none of the directorsis disqualified as on March 312017 from being appointed as a director in terms ofsection 164 (2) of the Act;

(f) With respect to the adequacy of the internal financial controlsover financial reporting of the Company and the operating effectiveness of such controlsrefer to our separate Report in "Annexure T to this report;

(g) 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 Company does not have any pending litigations which would impactits financial position;

ii. The Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to theInvestor Education and Protection Fund by the Company.

iv. As per books of accounts of the Company and as represented by themanagement the Company did not have cash balance as on November 8 2016 and December 302016 and had no cash dealings during this period.

For S.R Batliboi & Co LLP

Chartered Accountants

ICAl Firm Registration Number: 301003E/E300005

per Sanjay Kumar Agarwa! Partner

Membership Number: 060352

Place : Kolkata Date: June 272017

Annexure 1 referred to in paragraph 1 under the heading "Report onOther Legal and

Regulatory Requirements" of our report of even date to the membersof Orient Electric

Limited as at and for the period ended March 31 2017

(i) The Company does not have any fixed assets hence Clause 3 (i) (a)(b) and (c) of the Order are not applicable to the Company.

(ii) Since the Company did not have any inventory the requirementsunder paragraph 3 (ii) of the order are not applicable.

(iii) 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. Accordingly the provisions of clause 3(iii) (a) (b) and(c) of the order are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanationsgiven to us there are no loans investments guarantees and securities granted in respectof which provisions of section 185 and 186 of the Companies Act 2013 are applicable andhence not commented upon.

(v) The Company has not accepted any deposits within the meaning ofsection 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rule 2014 (asamended). Accordingly the provision of clause 3(v) of the order are not applicable.

(vi) Since the Company has not commenced any business activity in ouropinion the provisions of clause 3(vi) of the order is not applicable to the Company.

(vii) There are no dues relating to provident fund employees' stateinsurance income-tax sales-tax service tax duty of custom duty of excise value addedtax and cess during the period. Accordingly the provisions of clause 3(vii) (a) and (b)of the order are not applicable to the Company and hence not commented upon.

(viii) The Company did not have any outstanding loans or borrowing duesin respect of a financial institutions or banks or to government or dues to debentureholders during the period.

(ix) According to the information and explanations given by themanagement the Company has not raised any money by way of initial public offer / furtherpublic offer / debt instruments and term loan hence reporting under clause 3 (ix) is notapplicable to the Company and hence not commented upon.

(x) Based upon the audit procedures performed for the purpose ofreporting the true and fair view of the financial statements and according to theinformation and explanations given by the management we report that no fraud by theCompany or on the Company by the officers and employees of the Company has been noticed orreported during the period.

(xi) According to the information and explanations given by themanagement the Company has not paid any managerial remuneration during the period.Accordingly the provisions of clause 3{xi) of the order are not applicable to the Companyand hence not commented upon.

(xii) In our opinion the Company is not a nidhi company. Thereforethe provisions of clause 3(xii) of the order are not applicable to the Company and hencenot commented upon.

(xiii) According to the information and explanations given by themanagement transactions with the related parties are in compliance with section 177 and188 of Companies Act 2013 where applicable and the details have been disclosed in thenotes to the financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and onan overall examination of the balance sheet the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe period under review and hence reporting requirements under clause 3(xiv) are notapplicable to the Company and not commented upon.

(xv) According to the information and explanations given by themanagement the Company has not entered into any non-cash transactions with directors orpersons connected with him as referred to in section 192 of Companies Act 2013.

(xvi) According to the information and explanations given to us theprovisions of section 45-lA of the Reserve Bank of India Act 1934 are not applicable tothe Company.

For S.R. Batliboi & Co. LLP

Chartered Accountants

ICAl Firm Registration Number: 301003E/E300005

per Sanjay Kumar Agarwal

Partner

Membership Number: 060352 Place: Kolkata Date: June 27 2017

ANNEXURE 2 TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THEFINANCIAL STATEMENTS OF ORIENT ELECTRIC LIMTED

Report on the Internal Financial Controls under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financialreporting of Orient Electric Limited ("the Company") as of March 31 2017 inconjunction with our audit of the standalone financial statements of the Company for theperiod from 10th October 2016 to 31st March 2017.

Management's Responsibility for Interna! Financial Controls

The Company's Management is responsible for establishing andmaintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of internal Financial Controls OverFinancial Reporting issued by the Institute of Chartered Accountants of India. 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 the Company's policies the safeguardingof its 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.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's interna!financial controls over financial reporting based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of Interna! Financial Controls Over FinancialReporting (the "Guidance Note") and the Standards on Auditing as specified undersection 143(10) of the Companies Act 2013 to the extent 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 aboutthe adequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgement including the assessment of therisks of material misstatement of the 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 internal financial controlssystem over financial reporting.

A company's internal financial control over financial reporting 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 control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures 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 FinancialReporting

Because of the inherent limitations of internal financial controls overfinancial reporting 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 overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequateinternal financial controls system over financial reporting and such internal financialcontrols over financial reporting were operating effectively as at March 31 2017 basedon 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 S.R. Batiiboi & Co. LLP

Chartered Accountants

ICAi FinrrReqistration Number: 301003E/E300005

per Sanjay'Kumar Agarwai Partner

Membership Number: 060352 Place: Kolkata Date: June 27 2017