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Repro India Ltd.

BSE: 532687 Sector: Services
NSE: REPRO ISIN Code: INE461B01014
BSE 15:36 | 24 May 624.90 0
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602.00

HIGH

624.90

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602.00

NSE 15:31 | 24 May 615.55 -2.80
(-0.45%)
OPEN

612.25

HIGH

624.95

LOW

610.00

OPEN 602.00
PREVIOUS CLOSE 624.90
VOLUME 36
52-Week high 760.00
52-Week low 523.00
P/E 26.03
Mkt Cap.(Rs cr) 756
Buy Price 610.15
Buy Qty 15.00
Sell Price 666.60
Sell Qty 10.00
OPEN 602.00
CLOSE 624.90
VOLUME 36
52-Week high 760.00
52-Week low 523.00
P/E 26.03
Mkt Cap.(Rs cr) 756
Buy Price 610.15
Buy Qty 15.00
Sell Price 666.60
Sell Qty 10.00

Repro India Ltd. (REPRO) - Auditors Report

Company auditors report

To the Members of Repro India Limited

Report on the Audit of the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of ReproIndia Limited ("the Company") which comprise the standalone Balance sheetas at 31 March 2018 the standalone Statement of profit and loss (including othercomprehensive income) the standalone Statement of changes in equity and the standaloneStatement of cash flows for the year then ended and summary of the significant accountingpolicies and other explanatory information ( hereinafter referred to as "theStandalone Ind AS Financial Statements").

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 (including comprehensive income) changes in equity and cash flows ofthe Company in accordance with the accounting principles generally accepted in Indiaincluding the Indian Accounting Standards (Ind AS) prescribed under Section 133 of theAct.

is 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.

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 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 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 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 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 of the state of affairs of theCompany as at 31 March 2018 its profit (including other comprehensive income) changes inequity and its cash flows for the year ended on that date.

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;

c) The standalone Balance sheet the standalone statement of Profit and loss (includingOther comprehensive income) the standalone Cash flow statement and standalone statementof Changes in equity dealt with by this report are in agreement with the books of account;

d) In our opinion the aforesaid standalone Ind AS financial statements comply with theIndian Accounting Standards (Ind AS) prescribed under Section 133 of the Act;

e) On the basis of the written representations received from the directors as on 31March 2018 taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2018 from being appointed as a director in terms of Section164(2) of the Act.

f) With respect to the adequacy of the internal financial controls with reference tothe standalone Ind AS financial statements of the Company and the operating effectivenessof such controls refer to our separate Report in "Annexure B"; and

g) With respect to the other matters to be included in the Auditors' 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 42 to the standaloneInd AS financial statements;

ii. The Company did not have any long-term contracts including derivative contractsfor which 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 during the year ended 31 March2018; and

iv. The disclosures in the standalone Ind AS financial statements regarding holdings aswell as dealings in specified bank notes during the period from 8 November 2016 to 30December 2016 have not been made since they do not pertain to the financial year ended 31March 2018. However amounts as appearing in the audited Standalone Ind AS financialstatements for the period ended 31 March 2017 have been disclosed.

For B S R & Co LLP
Chartered Accountants
Firm's Registration No: 101248W/W-100022
Vijay Bhatt
Mumbai Partner
24 May 2018 Membership No. 036647

‘ANNEXURE A' TO THE INDEPENDENT AUDITORS' REPORT

(Referred to in paragraph 1 under "Report on Other Legal and RegulatoryRequirements' Section of our report of even date)

With reference to the Annexure A referred to in the Independent Auditors' Report to themembers of the Company on the standalone Ind AS financial statements for the year ended 31March 2018 we report the following:

(i) (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 all fixed assets are verified in a phased manner over a period of two years. Inaccordance with this programme all tangible fixed assets were verified during the yearand no material discrepancies were noticed on such verification. In our opinion thisperiodicity of physical verification is reasonable having regard to the size of theCompany and the nature of its assets.

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company title deeds of the immovable properties areheld in the name of the Company.

(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. The discrepancies noticed on verification between the physical stocks and thebook records were not material and have been dealt with in books of account.

(iii) The Company has granted unsecured loans to two companies covered in the registermaintained under Section 189 of the Companies Act 2013 (‘the Act'). The Company hasnot granted any loans secured or unsecured to firms or other parties covered in theregister required to be maintained under Section 189 of the Act.

(a) According to the information and explanations given to us and based on the auditprocedures conducted by us we are of the opinion that the rate of interest and otherterms and conditions of unsecured loans granted by the Company to companies covered in theregister required to be maintained under Section 189 of the Act are not prima facieprejudicial to the interest of the Company.

(b) According to the information and explanations given to us and based on the auditprocedures conducted by us the unsecured loans granted to companies and limited liabilitypartnerships and interest thereon are repayable on demand. The borrowers have been regularin payment of principal and interest as demanded.

(c) There are no overdue amounts of more than 90 days in respect of the unsecured loansgranted to companies and limited liability partnerships by the Company.

(iv) In our opinion and according to information and explanations given to us theCompany has not granted any loans or provided any guarantees or security to the partiescovered under Section 185 of the Act. The Company has complied with provisions of Section186 of the Act in respect of guarantees and loans given and investments made.

(v) In our opinion and according to the information and explanations given to us theCompany has not accepted any deposits from the public during the year as per thedirectives issued by the Reserve Bank of India and in terms of the provisions of Sections73 to 76 or any other relevant provisions of the Act and the rules framed thereunder.Accordingly paragraph 3(v) of the Order is not applicable to the Company.

(vi) The Central Government has not prescribed the maintenance of cost records underthe Section 148 of the Act for any of the goods sold and services rendered by the Company.Accordingly paragraph 3(vi) of the Order is not applicable to the Company.

(vii) According to the information and explanations given to us in respect ofstatutory dues:

a) According to the information and explanations given to us and on the basis of ourexamination of the books of account of the Company amounts deducted/ accrued in the booksof account in respect of undisputed statutory dues including Provident fund Employees'state insurance Income tax Service tax Duty of customs Value added tax Goods andservice tax Cess and other material statutory dues have been generally regularlydeposited with the appropriate authorities. As explained to us the Company did not haveany dues on account of Duty of excise and wealth tax during the year.

According to the information and explanations given to us no undisputed amountspayable in respect of Provident fund Employees' state insurance Income-tax Sales taxDuty of Customs Service tax Value added tax Goods and service tax Cess and any othermaterial statutory dues were in arrears as at 31 March 2018 for a period of more than sixmonths from the date they became payable.

b) According to the information and explanations given to us there are no dues ofIncome tax Sales tax Service tax Value added tax and duty of customs which have notbeen deposited with the appropriate authorities on accounts of any disputes except asstated below:

Name of the statute Nature of dues Period to which the amount relates Forum where dispute is pending Amounts Rs. in lacs
Customs Act 1962 Custom Duty 2006-2009 Commissioner of Customs (Import) 3176.07
Customs Act 1962 Custom Duty 2006-2009 Customs Excise & Service Tax Appellate Tribunal 874.13

(viii) According to the information and explanations given to us the Company has notdefaulted in repayments of dues to its bankers. The Company did not have any outstandingdues to any financial institution government or debenture holders during the year.

(ix) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not raised any moneys by way ofinitial public offer or further public offer (including debt instruments) and has notobtained any term loans during the year. Accordingly paragraph 3 (ix) of the Order is notapplicable to the Company.

(x) During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyinstance of material fraud by the Company or on the Company by its officers or employeesnoticed or reported during the year nor have we been informed of any such case by themanagement.

(xi) According to the information and explanations given to us managerial remunerationhas been paid or provided in accordance with the requisite approvals mandated by theprovisions of Section 197 read with Schedule V to the Act.

(xii) In or opinion and according to the information and explanations given to us theCompany is not a Nidhi company and the Nidhi Rules 2014 are not applicable to theCompany. Accordingly paragraph 3 (xii) of the Order is not applicable to the Company.

(xiii) According to the information and explanations given to us and based on ourexamination of the records of the Company all transactions with the related parties arein compliance with Section 177 and 188 of Act where applicable and the details have beendisclosed in the standalone Ind AS financial statements as required by the applicable IndAS.

(xiv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has utilized the money raised byway of preferential allotment of 592592 equity shares of Rs. 10 each with a premium ofRs. 665 each fully paid up aggregating Rs. 3999.99 lakhs during the year. According tothe information and explanations given to us and based on our examination of the recordsof the Company the Company has not made any private placement of fully or partlyconvertible debentures during the year.

(xv) 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. Accordingly paragraph 3 (xv)of the Order is not applicable to the Company. (xvi) According to the information andexplanations given to us the Company is not required to be registered under Section 45-IAof the Reserve Bank of India Act 1934. Accordingly paragraph 3 (xvi) of the Order is notapplicable to the Company.

For B S R & Co LLP
Chartered Accountants
Firm's Registration No: 101248W/W-100022
Vijay Bhatt
Mumbai Partner
24 May 2018 Membership No. 036647

‘ANNEXURE B' TO THE INDEPENDENT AUDITORS' REPORT

(Referred to in paragraph 2(f) under "Report on Other Legal and RegulatoryRequirements' Section of our report of even date) Report on the Internal FinancialControls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013("the Act").

We have audited the internal financial controls over financial reporting of Repro IndiaLimited ("the Company") as of 31 March 2018 in conjunction with our audit ofthe Standalone Ind AS financial statements of the Company for 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 the ICAI anddeemed to be prescribed under Section 143(10) of the Act to the extent applicable to anaudit 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 Standalone Ind AS financial statements whether due to fraudor error.

We believe that the audit evidence obtained is sufficient and appropriate to provide abasis 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 standalone financial statements for external purposes in accordance withgenerally 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 standalonefinancial 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 (3) 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 standalonefinancial 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 31 March 2018 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the ICAI.

For B S R & Co LLP
Chartered Accountants
Firm's Registration No: 101248W/W-100022
Vijay Bhatt
Mumbai Partner
24 May 2018 Membership No. 036647