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Redington India Ltd.

BSE: 532805 Sector: Others
NSE: REDINGTON ISIN Code: INE891D01026
BSE 10:00 | 22 May 92.75 0.50
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NSE 09:49 | 22 May 92.55 -0.70
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OPEN 92.75
PREVIOUS CLOSE 92.25
VOLUME 10514
52-Week high 138.50
52-Week low 64.00
P/E 24.22
Mkt Cap.(Rs cr) 3,609
Buy Price 92.95
Buy Qty 113.00
Sell Price 93.40
Sell Qty 64.00
OPEN 92.75
CLOSE 92.25
VOLUME 10514
52-Week high 138.50
52-Week low 64.00
P/E 24.22
Mkt Cap.(Rs cr) 3,609
Buy Price 92.95
Buy Qty 113.00
Sell Price 93.40
Sell Qty 64.00

Redington India Ltd. (REDINGTON) - Auditors Report

Company auditors report

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF REDINGTON (INDIA) LIMITED

Report on the Audit of the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of Redington(India) Limited ("the Company") which comprise the Balance Sheet as at March31 2018 the Statement of Profit and Loss the Statement of Changes in Equity and theStatement of Cash Flows for the year then ended and summary of the significant accountingpolicies and other explanatory information in which are incorporated the financialinformation (‘the Returns') for the year ended on that date audited by the branchauditors of the Company's branch at Singapore.

Management's Responsibility for the Standalone Ind AS 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 standalone Ind AS financial statements that give a true and fair view of the stateof affairs profit/loss and other comprehensive income changes in equity and cash flowsof the Company in accordance with the accounting principles generally accepted in Indiaincluding the Indian Accounting Standards (Ind AS) prescribed under section 133 of theAct.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness of theaccounting records relevant to the preparation and presentation of the standalone Ind ASfinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the financial statements management is responsible for assessing theCompany's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so.

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financialstatements based on 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 thereunder.

We conducted our audit of the standalone Ind AS financial statements in accordance withthe Standards on Auditing specified under Section 143(10) of the Act. Those Standardsrequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the standalone Ind AS financial statements are freefrom material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the standalone Ind AS financial statements. The procedures selecteddepend on the auditor's judgment including the assessment of the risks of materialmisstatement of the standalone Ind AS 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 standalone Ind AS 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 standalone Ind ASfinancial statements.

We are also responsible to conclude on the appropriateness of management's use of thegoing concern basis of accounting and based on the audit evidence obtained whether amaterial uncertainty exists related to events or conditions that may cast significantdoubt on the entity's ability to continue as a going concern. If we conclude that amaterial uncertainty exists we are required to draw attention in the auditor's report tothe related disclosures in the financial statements or if such disclosures areinadequate to modify the opinion. Our conclusions are based on the audit evidenceobtained up to the date of the auditor's report. However future events or conditions maycause an entity to cease to continue as a going concern.

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

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us and based on consideration of the report of branch auditors the aforesaidstandalone Ind AS financial statements give the information required by the Act in themanner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as at March31 2018 its profit and other comprehensive income changes in equity and its cash flowsfor the year ended on that date.

Other Matters

1. The standalone Ind AS financial statements of the Company for the year ended March312017 were audited by the predecessor auditor who expressed an unmodified opinion onthose financial statements on May 25 2017.

2. The comparative financial information of the Company for the year ended March 312017 has been restated to give effect to the merger of an erstwhile wholly ownedsubsidiary Cadensworth (India) Limited (‘CIL'). CIL was merged with the Companypursuant to the order of National Company Law Tribunal (NCLT) and the merger has beengiven effect from the beginning of the preceding period in the financial statements as themerger is a common control transaction. CIL was audited by their erstwhile auditors whosereport has been furnished to us by management and our report in so far as it relates tothe amounts and disclosures included in respect of CIL is based solely on the reporting ofthe other auditor.

3. We did not audit the financial information of one branch included in the standaloneInd AS financial statements of the Company whose financial information reflect totalassets of INR 103.33 crores and net assets of INR 47.01 crores as at March 31 2018 totalrevenues of INR 184.22 crores and net cash inflows of INR 10.97 crores for the year endedon that date. The financial information of the branch has been prepared in accordance withaccounting principles generally accepted in its country of domicile and has been auditedby branch auditors under generally accepted auditing standards applicable in that countryand their report has been furnished to us. The Company's management has converted thefinancial information of such branch from accounting principles generally accepted in itscountry of domicile to accounting principles generally accepted in India. We have auditedthese conversion adjustments made by the Company's management. Our opinion on thestandalone Ind AS financial statements in so far as it relates to this branch is basedon the aforesaid report of the branch auditors.

Our opinion is not modified in respect of these matters.

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 in terms of Section 143(11) of the Act we give in"Annexure A" a statement on the matters specified in paragraphs 3 and 4 of theOrder.

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 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 and proper returnsadequate for the purposes of our audit have been received from the branch not visited byus.

c) The reports on the accounts of the branch office of the Company audited underSection 143(8) of the Act by branch auditors have been sent to us and have been properlydealt with by us in preparing this report.

d) The Balance Sheet the Statement of Profit and Loss Statement of Changes in Equityand the Cash Flow Statement dealt with by this Report are in agreement with the books ofaccount and with the returns received from the branch not visited by us.

e) In our opinion the aforesaid standalone Ind AS financial statements comply with theIndian Accounting Standards prescribed under section 133 of the Act.

f) On the basis of the written representations received from the directors as on March31 2018 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.

g) With respect to the adequacy of the internal financial controls with reference tofinancial statements of the Company and the operating effectiveness of such controlsrefer to our separate Report in "Annexure B".

h) 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 Company has disclosed the impact of pending litigations on its financialposition in

its standalone Ind AS financial statements; Refer Note 33 to the standalone Ind ASfinancial statements.

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.

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

iv. The disclosures in the financial statements regarding holdings as well as dealingsin specified bank notes during the period from

November 8 2016 to December 30 2016 have not been made since they do not pertain tothe financial year ended March 31 2018. However amounts as appearing in the auditedStandalone Ind AS financial statements for the year ended March 31 2017 have beendisclosed.

forB S R & Co. LLP
Chartered Accountants
ICAI Firm Registration No. - 101248W/W-100022
S Sethuraman
Place : Chennai Partner
Date : May 21 2018 Membership No. 203491

ANNEXURE A TO THE INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF REDINGTON (INDIA)LIMITED

(i) (a) The Company has maintained proper records

showing full particulars including quantitative details and situation of fixed assets/ property plant and equipment.

(b) The Company has a physical verification programme whereby certain items of fixedassets / property plant and equipment were verified during the year. In our opinion thefrequency of such physical verification programme is reasonable. According to theinformation and explanation given to us no material discrepancies were noticed on suchverification.

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of all the immovable propertieswhich are freehold are held in the name of the Company. However for one immovableproperty amounting to INR 0.29 crores comprising of land and building transferred pursuantto a high court approved scheme of merger in an earlier year in respect of an erstwhilesubsidiary the Company is in the process of registering the title deeds in its name.

(ii) The inventory has been physically verified by the management at reasonableintervals during the year. In our opinion the frequency of such physical verification isreasonable. Based on the information and explanations given to us no materialdiscrepancies were noticed during such physical verification.

(iii) According to the information and explanations given to us the Company has notgranted any loans secured or unsecured to companies firms limited liabilitypartnerships or other parties covered in the register maintained under section 189 of theAct.

(iv) According to the information and explanations given to us the Company hascomplied with the provisions of section 185 and 186 of the Act with respect to the loansand investments. As explained the Company has not given any guarantee or security thatare outstanding as at March 31 2018.

(v) According to the information and explanations given to us the Company has notaccepted any deposits as mentioned in the directives issued by Reserve Bank of India andthe provisions of sections 73 to 76 or any other relevant provisions of the Act and therules framed thereunder. Accordingly paragraph 3 (v) of the Order is not applicable.

(vi) The Central Government has not prescribed the maintenance of cost records undersection 148 (1) of the Act in respect of any of the activities of the Company. Accordinglyparagraph 3 (vi) of the Order is not applicable.

(vii) (a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company amounts deducted / accrued in the books ofaccounts in respect of undisputed statutory dues including provident fund employees'state insurance income-tax sales tax service tax duty of customs value added tax

and any other material statutory dues have been regularly deposited during the year bythe Company with the appropriate authorities. As explained to us the Company did not haveany dues on account of duty of excise and cess.

According to the information and explanations given to us no undisputed amountspayable in respect of provident fund employees' state insurance income-tax sales taxservice tax duty of customs value added tax and any other material statutory dues werein arrears as at March 31 2018 for a period of more than six months from the date theybecame payable.

(b) According to the information and explanations given to us the dues of income-taxsales tax and value added tax have not been deposited by the Company on account ofdisputes as set out in Appendix I.

(viii) In our opinion and according to the information and explanations given to usthe Company has not defaulted in repayment of loans or borrowings to banks or financialinstitutions. The Company has not taken any loans or borrowings from government and havenot issued any debentures.

(ix) The Company did not raise any money by way of initial public offer or furtherpublic offer (including debt instruments) or term loans during the year. Accordinglyparagraph 3 (ix) of the Order is not applicable.

(x) According to the information and explanation given to us no fraud by the Companyand no material fraud on the Company by its officers or employees have been noticed orreported during the year.

(xi) According to the information and explanations given to us and on the basis of ourexamination of records of the Company the managerial remuneration for the year endedMarch 31 2018 has been paid or provided in accordance with the requisite approvalsmandated by the provisions of section 197 read with schedule V to the Act and rules framedthereunder.

(xii) In our opinion and according to the information and explanations given to us theCompany is not a nidhi company. Accordingly paragraph 3 (xii) of the Order is notapplicable.

(xiii) According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with the provisions of section 188 and 177 of the Act where applicable and thedetails of the such transactions have been disclosed in the standalone Ind AS financialstatements as required by the Indian Accounting Standards.

(xiv) 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. Accordingly paragraph 3 (xiv) of the Order is not applicable.

(xv) According on the information and explanations given to us and based on ourexamination of the records of the Company the Company has not entered into any noncashtransactions with directors or persons connected with them during the year. Accordinglyparagraph 3 (xv) of the Order is not applicable.

(xvi) The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934

forB S R & Co. LLP
Chartered Accountants
ICAI Firm Registration No. - 101248W/W-100022
S Sethuraman
Place: Chennai Partner
Date: May 212018 Membership No. 203491

ANNEXURE B TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON

THE STANDALONE IND AS FINANCIAL STATEMENTS OF REDINGTON (INDIA) LIMITED

To the members of Redington (India) Limited

Report on the Internal Financial Controls with reference to financial statements underClause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 ("theAct") We have audited the internal financial controls with reference to financialstatements of Redington (India) Limited ("the Company") as of March 31 2018 inconjunction with our audit of the standalone Ind AS 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 with reference to financial statementscriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls over FinancialReporting ("Guidance Note") issued by the Institute of Chartered Accountants ofIndia (‘ICAI'). These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence tocompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act 2013.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to financial statements based on our audit. We conducted our auditin accordance with the Guidance Note and the Standards on Auditing issued by ICAI anddeemed to be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls and both issued by the Institute ofChartered Accountants of India. Those Standards and the Guidance Note require that wecomply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls with reference to financialstatements was established and maintained and if such controls operated effectively in allmaterial respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system with reference to financial statements and theiroperating effectiveness. Our audit of internal financial controls with reference tofinancial statements included obtaining an understanding of internal financial controlswith reference to financial statements assessing the risk that a material weaknessexists and testing and evaluating the design and operating effectiveness of internalcontrol based on the assessed risk. The procedures selected depend on the auditor'sjudgement including the assessment of the risks of material misstatement of the financialstatements 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 systemwith reference to financial statements.

Meaning of Internal Financial Controls with reference to financial statements

A company's internal financial controls with reference to financial statements is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial controlswith reference to financial statements include those policies and procedures that (i)pertain to the maintenance of records that in reasonable detail accurately and fairlyreflect the transactions and dispositions of the assets of the company; (ii) providereasonable assurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance withauthorisations of management and directors of the company; and (iii) provide reasonableassurance regarding prevention or timely detection of unauthorised acquisition use ordisposition of the company's assets that could have a material effect on the financialstatements.

Inherent Limitations of Internal Financial Controls with reference to financialstatements

Because of the inherent limitations of internal financial controls with reference tofinancial statements including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls withreference to financial statements to future periods are subject to the risk

that 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.

Opinion

In our opinion the Company has in all material respects adequate internal financialcontrols system with reference to financial statements and such internal financialcontrols with reference to financial statements were operating effectively as at March 312018 based on the internal control with reference to financial statements 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 ICAI.

forB S R & Co. LLP
Chartered Accountants
ICAI Firm Registration No. - 101248W/W-100022
S Sethuraman
Place: Chennai Partner
Date: May 212018 Membership No. 203491

Appendix I to the Independent Auditor’s Report To the members of Redington (India)Limited Details of material statutory dues which have not been deposited on account of anydispute

Nature of dues Name of the statute Forum where the dispute is pending Period to which the amount relates Disputed amount (in INR crores) Amounts unpaid (in INR crores) *
Central sales tax Central Sales Tax Act 1956 High Court of Calcutta 2002-03 0.09 -
Special Commissioner - VAT Delhi 2009-10 0.55 0.55
Joint Commissioner (Appeals) Mumbai 2006-07 2007-08 2010-11 and 2013-14 3.39 3.13
Additional Commissioner (Appeals) Kolkata 2016-17 0.24 0.21
Deputy Commissioner (Appeals) Mumbai 2012- 13 and 2013- 14 2.66 1.14
Sales tax / VAT West Bengal Value Added Tax Act 2003 West Bengal Taxation Tribunal Kolkata 2002-03 0.37 -
Uttar Pradesh VAT Act 2008 Additional Commissioner (Appeals) Lucknow 2005-06 0.01 0.01
Joint Commissioner (Appeals) Lucknow 2007-08 and 2015-16 0.03 -
Tamil Nadu Value Added Tax Act 2006 High Court of Madras 2002-03 0.12 -
Delhi Value Added Tax Act 2004 Special Commissioner-VAT Delhi 2005-06 and 2009-10 5.91 5.91
Special Commissioner (OHA) Delhi 2010-11 11.31 11.21
Appellate Tribunal Delhi 2008-09 4.90 4.60
Kerala Value Added Tax Act 2003 Deputy Commissioner (Appeals) Ernakulum 2005-06 2006-07 2010-11 2012-13 and 2013-14 4.29 3.67
Rajasthan Value Added Tax Act 2003 Tax Board Jaipur 2009-10 to 2015-16 3.88 -
Bihar Value Added Tax Act 2005 Joint Commissioner (Appeals) Patna 2009-10 to 2012-13 0.65 0.07