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Repro India Ltd.

BSE: 532687 Sector: Services
NSE: REPRO ISIN Code: INE461B01014
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OPEN 373.95
PREVIOUS CLOSE 371.10
VOLUME 2674
52-Week high 740.00
52-Week low 260.15
P/E
Mkt Cap.(Rs cr) 451
Buy Price 368.75
Buy Qty 3.00
Sell Price 381.00
Sell Qty 10.00
OPEN 373.95
CLOSE 371.10
VOLUME 2674
52-Week high 740.00
52-Week low 260.15
P/E
Mkt Cap.(Rs cr) 451
Buy Price 368.75
Buy Qty 3.00
Sell Price 381.00
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 Financial Statements Opinion

We have audited the standalone financial statements of Repro India Limited ("theCompany") which comprise the standalone balance sheet as at 31 March 2019 and thestandalone statement of profit and loss (including other comprehensive income) standalonestatement of changes in equity and standalone statement of cash flows for the year thenended and notes to the standalone financial statements including a summary of thesignificant accounting policies and other explanatory information (herewith referred to as"standalone financial statements").

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Companies Act 2013 ("Act") in the manner so required and give a true andfair view in conformity with the accounting principles generally accepted in India of thestate of affairs of the Company as at 31 March 2019 and profit and other comprehensiveincome changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder Section 143(10) of the Act. Our responsibilities under those SAs are furtherdescribed in the Auditor's Responsibilities for the Audit of the Standalone FinancialStatements section of our report. We are independent of the Company in accordance with theCode of Ethics issued by the Institute of Chartered Accountants of India together with theethical requirements that are relevant to our audit of the standalone financial statementsunder the provisions of the Act and the Rules thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and the Code of Ethics. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our opinion.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone financial statements of the current period.These matters were addressed in the context of our audit of the standalone financialstatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters.

Description of Key Audit Matter

The key audit matter How the matter was addressed in our audit
Investments in and loans given to subsidiaries
Investments in subsidiaries aggregating to Rs. 491.13 lakhs as at 31 March 2019 are accounted for at cost less provision for impairment if any. The Company has outstanding loans aggregating Rs. 8216.45 lakhs given to subsidiaries which are accounted for on amortised cost basis. Our audit procedures focused on evaluating and challenging the key assumptions used by management in conducting the impairment review.
These procedures included:
Determination of whether there exists an impairment in the value of above investments and deposits is subject to significant level of judgment. There is therefore a risk that the carrying value of investments in subsidiaries and inter-corporate deposits may be misstated. Refer note 4b and 13 to the standalone financial statements. Comparing the carrying amount of investments with the net- worth of subsidiaries to identify whether their net assets being an approximation of their minimum recoverable amount were in excess of their carrying amount and assessing whether those
Inquiring on the profitability of the subsidiaries;
For the investments where the carrying amount exceeded the net asset value comparing the carrying amount of the investment with the expected value of the business based on discounted cash flow analysis;
Testing the assumptions and understanding the cash flows based on our knowledge of the subsidiaries and the markets in which the subsidiaries operate; and
Considering the adequacy of disclosures in the standalone financial statements relating to the valuation of investments in subsidiaries.
The key audit matter How the matter was addressed in our audit
Impairment of trade receivables
The Company's export revenue to certain overseas markets gave rise to significant overdue trade receivable balances as at the reporting date. As at 31 March 2019 trade receivables and gross amounts due from overseas customers aggregates to Rs. 63.49 Crores which represented significant portion of the total trade receivables of the Company as at that date. Provision for trade receivables is created as per expected credit loss model under Ind AS 109 Financial Instruments. Our audit procedures to assess the allowances for doubtful debts included the following:
Obtaining an understanding of and assessing the design implementation and operating effectiveness of key internal controls relating to credit control debt collection and recognising allowances for doubtful debts;
Comparing on a sample basis the accuracy of trade receivables ageing report with invoices raised and other relevant underlying documentation;
We regarded allowances for trade receivables as a key audit matter because of the significance of the overdue balances of trade receivables and the significant management judgment required in estimating the allowances for trade receivable at the reporting date which can be inherently uncertain. Inquiring of management about the recoverability of material individual balances
Testing the adequacy of provisions against trade receivables computed using expected credit loss model as per Ind AS 109 - Financial Instruments.
Inspecting cash receipts on a sample basis from customers subsequent to the financial year end relating to trade receivable balances and gross amounts due from customers as at 31 March 2019.

Other Information

The Company's management and Board of Directors are responsible for the otherinformation. The other information comprises the information included in the Company'sannual report but does not include the financial statements and our auditors' reportthereon.

Our opinion on the standalone financial statements does not cover the other informationand we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements our responsibilityis to read the other information and in doing so consider whether the other informationis materially inconsistent with the standalone financial statements or our knowledgeobtained in the audit or otherwise appears to be materially misstated. If based on thework we have performed we conclude that there is a material misstatement of this otherinformation we are required to report that fact. We have nothing to report in thisregard.

Management's Responsibility for the Standalone Financial Statements

The Company's management and Board of Directors are responsible for the matters statedin Section 134(5) of the Act with respect to the preparation of these standalone financialstatements that give a true and fair view of the state of affairs profit and othercomprehensive income changes in equity and cash flows of the Company in accordance withthe accounting principles generally accepted in India including the Indian AccountingStandards (Ind AS) specified under Section 133 of the Act. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding of 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 were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevantto the preparation and presentation of the standalone financial statements that give atrue and fair view and are free from material misstatement whether due to fraud or error.In preparing the standalone financial statements management and Board of Directors areresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so. Board of Directors is alsoresponsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalonefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:Identify andassess the risks of material misstatement of the standalo financial statements whetherdue to fraud or error design and perform audit procedures responsive to those risks andobtain audit evidence that is sufficient and appropriate to provide a basis for ouropinion. The risk of not detecting a material misstatement resulting from fraud is higherthan for one resulting from error as fraud may involve collusion forgery intentionalomissions misrepresentations or the override of internal control. Obtainan understanding of internal control relevant to the audit in order to design auditprocedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Actwe are also responsible for expressing our opinion on whether the Company has adequateinternal financial controls with reference to financial statements in place and theoperating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by management.

Conclude on the appropriateness of management's use of the going concernbasis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany's ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor's report to therelated disclosures in the standalone financial statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor's report. However future events or conditions maycause the Company to cease to continue as a going concern.E valuate theoverall presentation structure and content of the standalone financial statementsincluding the disclosures and whether the standalone financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards. From the matters communicated withthose charged with governance we determine those matters that were of most significancein the audit of the standalone financial statements of the current period and aretherefore the key audit matters. We describe these matters in our auditors' report unlesslaw or regulation precludes public disclosure about the matter or when in extremely rarecircumstances we determine that a matter should not be communicated in our report becausethe adverse consequences of doing so would reasonably be expected to outweigh the publicinterest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors' Report) Order 2016 ("the Order")issued by the Central Government in terms of section 143 (11) of the Act we give in the"Annexure A" a statement on the matters specified in paragraphs 3 and 4 of theOrder to the extent applicable.

(A) 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 statement of changes in equity and thestandalone statement of cash flows dealt with by this Report are in agreement with thebooks of account;

d) In our opinion the aforesaid standalone financial statements comply with the IndianAccounting Standards ("Ind AS") under section 133 of the Act;

e) On the basis of the written representations received from the directors as on 31March 2019 taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2019 from being appointed as a director in terms of Section164(2) of the Act except that one Director has not provided such representation to theCompany. Accordingly we are unable to comment as to whether the aforesaid individual wasdisqualified as on 31 March 2019 form 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 tofinancial statements of the Company and the operating effectiveness of such controlsrefer to our separate Report in "Annexure B".

(B) 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 as at 31 March 2019 onits financial position in its standalone financial statements - Refer Note 41 to thestandalone 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 March2019; and iv. The disclosures in the standalone financial statements holdings as well asdealings in specified bank notes during the period from 8 November 2016 to 30 December2016 have not been made in these financial statements since they do not to the financialyear ended 31 March 2019.

(C) With respect to the matter to be included in the Auditors' Report under section197(16): In our opinion and according to the information and explanations given to us theremuneration paid by the Company to its directors during the current year is in accordancewith the provisions of Section 197 of the Act. The remuneration paid to any director isnot in excess of the limit laid down under section 197 of the Act. The Ministry ofCorporate Affairs has not prescribed other details under Section 197(16) are required tobe commented upon by us.

For B S R & Co. LLP
Chartered Accountants
Firm's Registration No: 101248W/W-100022
Jayesh T Thakkar
Mumbai Partner
28 May 2019 Membership No: 113959

‘ANNEXURE A' TO THE INDEPENDENT AUDITOR'S 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 financial statements for the year ended 31 March2019 we report the following:

(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of

(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 some assets were verified during the year and no materialwere noticed on such verification. In our opinion this periodicity of physicalverification is reasonable having regard to 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 the title deeds of immovable properties (otherthan leasehold land) as disclosed in Note 4a to the standalone financial statements areheld in the me of the Company and in respect of leasehold lands we have verified thelease agreements duly registered with the appropriate authorities.

(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 n between the physical stocks and the bookrecords 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 limited liability partnerships orother parties covered in the register required to be maintained under Section 189 of theAct.

(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 theaudit procedures conducted by us the unsecured loans granted to companies and interestthereon are repayable on demand. The borrowers have been regular in payment of principaland 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 the information and explanation 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 provision 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) (a) According to the information and explanations given to us and on the basis ofour examination of the books of account of the Company amounts deducted/ accrued in thebooks of account in respect of undisputed statutory dues including Provident fundEmployees' state insurance Income tax Duty of customs Goods and service tax Cess andother material statutory dues have been regularly deposited with the appropriateauthorities. According to the information and explanations given to us no undisputedamounts payable in respect of Provident fund Employees' state insurance Income-tax Dutyof Customs Goods and service tax cess and any other material statutory dues were inarrears as at 31 March 2019 for a period of more than six months from the date they becamepayable. Also refer Note 41(5) to the standalone financial statements.

(viii)According to the information and explanations given to us there are no dues ofIncome tax Goods and service tax and duty of customs which have not been deposited withthe appropriate authorities on accounts of any disputes except as stated below:

Name of the statute Nature of dues Period to which the amount relates Forum where dispute is pending Amounts Rs. in lakhs
The Income Tax Act 1961 Tax and interest 2010-11 and 2011-12 Commissioner (Appeals) 34.12
Commissioner of Customs (Import) 3176.07
Customs Act 1962 Custom Duty 2006-2009 Customs Excise & Service Tax Appellate Tribunal 874.13

(ix) 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.

(x) 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 debt instruments) and has not obtained anyterm loans during the year.

Accordingly paragraph 3 (ix) of the Order is not applicable to the Company.

(xi) 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.

(xii) According to the information and explanations given to us managerialremuneration has been paid or provided in accordance with the requisite approvals mandatedby the provisions of Section 197 read with Schedule V to the Act.

(xiii)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.

(xiv)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 financial statements as required by the applicable Ind AS.

(xv) 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 private placementof fully or partly convertible debentures during the year.

(xvi)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.

(xvii) According to the information and explanations given to us the Company is notrequired to be registered under Section 45-IA of the Reserve Bank of India Act 1934.Accordingly paragraph 3 (xvi) of the Order is not applicable to the Company.

For B S R & Co. LLP
Chartered Accountants
Firm's Registration No: 101248W/W-100022
Jayesh T Thakkar
Mumbai Partner
28 May 2019 Membership No: 113959

‘ANNEXURE B' TO THE INDEPENDENT AUDITOR'S REPORT

Report on the internal financial controls with reference to the aforesaid standalonefinancial statements under Clause (i) of Sub-section 3 of Section 143 of the CompaniesAct 2013

(Referred to in paragraph (f) under ‘Report on Other Legal and RegulatoryRequirements' section of our report of even date) Opinion

We have audited the internal financial controls with reference to financial statementsof Repro India Limited Limited ("the Company") as of 31 March 2019 inconjunction with our audit of the standalone financial statements of the Company for theyear ended on that date.

In our opinion the Company has in all material respects adequate internal controlswith reference to financial statements and such internal financial were operatingeffectively as at 31 March 2019 based on the internal financial controls with referenceto financial statements 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 (the "Guidance Note").

Management's Responsibility for Internal Financial Controls

The Company's management and the Board of Directors are responsible for establishingand maintaining internal financial controls based on the internal financial controls withreference to financial statements criteria established by the Company considering theessential components of internal control stated in the Guidance Note. 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 company's policies the safeguarding ofits 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 (hereinafter referred to as"the Act").

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to financial statements based on our . We conducted our audit inaccordance with the Guidance Note and the Standards on Auditing prescribed under section143(10) of the Act to the extent applicable to an audit of internal financial controlswith reference to financial statements. Those Standards and the Guidance Note require thatwe comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls with reference to financialstatements were established and maintained and whether such controls operated effectivelyin all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls with reference to financial statements and their operatingeffectiveness. Our audit of internal financial controls with reference to financialstatements included obtaining an understanding of such internal financial controlsassessing the risk that a material ness exists and testing and evaluating the design andoperating 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 standalone financial statements whether due to fraud orerror.

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 withreference 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 for external purposes in accordance withgenerally accepted accounting principles. A company's internal financial controls withreference to financial statements include those policies and procedures that (1) pertainto the maintenance of records that in reasonable detail accurately and fairly reflectthe transactions 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 with Reference to FinancialStatements Because of the inherent limitations of internal financial controlswithreference to financial statements including the possibility of collusion or impropermanagement override of controls material misstatements due to error or fraud may occurand not be detected. Also projections of any evaluation of the internal financialcontrols with reference to financial statements to future periods are subject to the riskthat the internal financial controls with reference to financial statements may becomeinadequate because of changes in conditions or that the degree of compliance with thepolicies or procedures may deteriorate.

For B S R & Co. LLP
Chartered Accountants
Firm's Registration No: 101248W/W-100022
Jayesh T Thakkar
Mumbai Partner
28 May 2019 Membership No: 113959

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