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Rossell India Ltd.

BSE: 533168 Sector: Agri and agri inputs
NSE: ROSSELLIND ISIN Code: INE847C01020
BSE 00:00 | 29 Jul 202.05 3.35
(1.69%)
OPEN

200.00

HIGH

204.30

LOW

199.75

NSE 00:00 | 29 Jul 202.05 3.70
(1.87%)
OPEN

199.70

HIGH

204.50

LOW

198.45

OPEN 200.00
PREVIOUS CLOSE 198.70
VOLUME 29942
52-Week high 211.00
52-Week low 72.05
P/E 21.94
Mkt Cap.(Rs cr) 742
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 200.00
CLOSE 198.70
VOLUME 29942
52-Week high 211.00
52-Week low 72.05
P/E 21.94
Mkt Cap.(Rs cr) 742
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Rossell India Ltd. (ROSSELLIND) - Auditors Report

Company auditors report

TO THE MEMBERS OF ROSSELL INDIA LIMITED REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTSOpinion

We have audited the accompanying financial statements of Rossell India Limited("the Company") which comprise of the Balance Sheet as at March 31 2020 theStatement of Profit and Loss (including Other Comprehensive Income) the Cash FlowStatement and the Statement of Changes in Equity for the year then ended and a summary ofsignificant accounting policies and other explanatory information (hereinafter referred toas "the financial statements").

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by theCompanies Act 2013 ("the Act") in the manner so required and give a true andfair view in conformity with the Indian Accounting Standards prescribed under section 133of the Act read with the Companies (Indian Accounting Standards) Rules 2015 as amended("Ind AS") and other accounting principles generally accepted in India of thestate of affairs of the Company as at March 31 2020 the profit and total comprehensiveincome changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards onAuditing specified under section 143(10) of the Act (SAs). Our responsibilities underthose Standards are further described in the Auditor's Responsibilities for the Audit ofthe Financial Statements section in our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia (ICAI) together with the independence requirements that are relevant to our audit ofthe financial statements under the provisions of the Act and the Rules made thereunderand we have fulfilled our other ethical responsibilities in accordance with theserequirements and the ICAI's Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our audit opinion on thefinancial statements.

Matter of Emphasis

Due to lockdown caused by Corona COVID-19 movement from place to place was restricted.As a result we could not visit the Branches (including Tea Estates). However necessaryinformation record and documents have been furnished online for audit purpose. This isnot a qualification.

Information Other than the Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the preparation of the otherinformation. The other information comprises the information included in the ManagementDiscussion and Analysis Board's Report including Annexures to Board's Report BusinessResponsibility Report Corporate Governance and Shareholder's Information but does notinclude the financial statements and our auditor's report thereon.

Our opinion on the financial statements does not cover the other information and we donot express any form of assurance conclusion thereon.

In connection with our audit of the financial statements our responsibility is to readthe other information and in doing so consider whether the other information ismaterially inconsistent with the financial statements or our knowledge obtained during thecourse of our audit or otherwise appears to be materially misstated.

If based on the work we have performed we conclude that there is a materialmisstatement of this other information we are required to report that fact. We havenothing to report in this regard.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Act with respect to the preparation of these financial statements to give atrue and fair view of the financial position financial performance including othercomprehensive income cash flows and changes in equity of the Company in accordance withthe accounting principles generally accepted in India including the Ind AS. 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 preventing and detecting frauds andother irregularities; selection and application of appropriate accounting policies; makingjudgements and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statements that give a true and fair viewand are free from material misstatement 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 for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these financial statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.

• Obtain an understanding of internal financial controls relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany had adequate internal financial controls system in place and the operatingeffectiveness of such controls.

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

• Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe financial statements or if such disclosures are inadequate to modify our opinion.Our conclusions are based on the audit evidence obtained upto the date of our auditor'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.

• Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether standalone financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.

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 with those charged with governance we determine thosematters that were of most significance in the audit of the financial statements of thecurrent period and are therefore the key audit matters. We describe these matters in ourauditor's report unless law or regulation precludes public disclosure about the matter orwhen in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act based on our audit 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 purpose of our audit;

b. In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books;

c. The Balance Sheet the Statement of Profit and Loss including Other ComprehensiveIncome the Cash Flow Statement and Statement of Changes in Equity dealt with by thisReport are in agreement with the books of account;

d. In our opinion the aforesaid financial statements comply with the Indian AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014;

e. On the basis of the written representations received from the Directors as on March31 2020 taken on record by the Board of Directors none of the Directors is disqualifiedas on March 31 2020 from being appointed as a Director in terms of Section 164(2) of theAct.

f. With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure B". Our report expresses an unmodified opinion onthe adequacy and operating effectiveness of the Company's internal financial controls overfinancial reporting.

g. With respect to the other matters to be included in the Auditor's Report inaccordance with the requirements of section 197(16) of the Act as amended: In our opinionand to the best of our information and according to the explanations given to us theremuneration paid by the Company to its directors during the year is in accordance withthe provisions of section 197 of the Act.

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 as amended inour opinion and to the best of our knowledge and belief and according to the informationand explanations given to us:

i) In respect of pending litigations as represented by the Management said disputes donot have material impact on its financial position in its financial statements.

ii) The Company has made provisions as at March 31 2020 as required under theapplicable law or Indian Accounting Standards for material foreseeable losses if any onlong term contracts including derivative contracts.

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

2. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government 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.

For Khandelwal Ray & Co.
Chartered Accountants
(Registration No.302035E)
Pinaki Sarkar
Partner
Place : Kolkata Membership No. 051449
Date : 29th June 2020 UDIN:20051449AAAAAE4366

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

We have audited the internal financial controls over financial reporting of RossellIndia Limited ("the Company") as of 31st March 2020 in conjunction with ouraudit of the 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 ICAI and deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extent applicableto an audit of internal financial controls both applicable to an audit of InternalFinancial Controls and both issued by the Institute of Chartered Accountants of India.Those Standards and the Guidance Note require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls system over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists testing and evaluating thedesign and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgment 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 and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A Company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the Company are being made only in accordance with authorisations ofmanagement and directors of the Company and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of theCompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31st March 2020 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 Institute of CharteredAccountants of India.

For Khandelwal Ray & Co.
Chartered Accountants
(Registration No.302035E)
Pinaki Sarkar
Place : Kolkata Partner
Date : 29th June 2020 Membership No. 051449
UDIN:20051449AAAAAE4366

Annexure - B to the Independent Auditors' Report

As referred to in paragraph I of our Report on "Other Legal and RegulatoryRequirements" we state that:

i a) The Company has maintained proper records to show full particulars includingquantitative details and situation of its fixed assets.

(b) These fixed assets have been physically verified by the management at a reasonableinterval. No material discrepancies were noticed on such verification as compared to bookrecords.

(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 propertiesare in the name of the Company except one Tea Estate which is in the name of theprevious owner and as represented by the Management the execution of Deed of Conveyancein respect thereof is pending sale permission from the concerned authorities of theGovernment of Assam. The immovable properties comprising six Tea Estates (havingregistered Deed of Conveyance) are mortgaged with the Banks in connection with loan takenfor the purpose of business of the Company as confirmed by them.

ii. (a) The inventory excluding those lying with third parties have been physicallyverified by the management during the

year at reasonable intervals.

(b) In our opinion the procedure of physical verification of inventories followed bythe management is reasonable and adequate in relation to the size of the Company andnature of its business.

(c) The discrepancies noticed on such verification of stocks as compared to bookrecords were not material and these have been properly dealt with in the books of account.

iii. The Company has not granted any loan secured or unsecured to Companies FirmsLimited Liability Partnership other parties or Subsidiaries covered in the Registermaintained under Section 189 of the Act.

iv. In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Sections 185 and 186 of Companies Act withrespect to loans and investments made.

v. In our opinion and according to the information and explanations given to us theCompany has not accepted Deposits within the meaning of Section 73 to Section 76 of theAct and the Rules framed thereunder.

vi. The Central Government has specified for the maintenance of cost records undersub-sec. (1) of Sec.148 of the Act. We have broadly reviewed the records and Accountsmaintained by the Company. We are of the opinion that prima facie the prescribed accountsand records have been maintained. We have not however made a detailed examination ofsuch records to determine whether records are accurate and complete.

vii. (a) According to the information and explanation given to us and on the basis ofrecords of the Company examined by us

we are of the opinion that the Company is regular in depositing with appropriateauthorities undisputed statutory dues includingprovidentfundemployees'state insuranceincometax servicetax goodsandservicestaxduty ofcustomandcess and other materialstatutory dues applicable to it.

There is no arrears outstanding statutory dues as at the last day of the financial yearfor a period of more than 6 months from the date they became payable.

(b) According to the information and explanation given and records examined by usthere are no statutory dues which have not been deposited on account of any dispute.

viii. According to the information and explanations given and on the basis of recordsexamined by us we are of the opinion that the Company has not defaulted in repayment ofdues to any bank. The Company has not taken loan from any financial institution or raisedany money through issue of Debentures.

ix. According to information and explanations given to us in our opinion the termloans taken have been applied for the purpose for which they were obtained. During theyear Company has not raised money by way of initial Public Offer or further Public Offer.

x. During the course of examination of the books and records of the Company carriedout by us and according to the information and explanations given to us no fraud by theCompany has been noticed. However fraud on the Company by its employee has been reportedby the Company which has been committed by an employee of a Tea Estate by embezzlement andfalsification of payment vouchers. Amount involved is Rs 11.31 Lakhs. Company has filedlegal suits before both in Criminal and Civil Courts which are pending.

xi. According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has paid / provided for managerialremuneration in the accordance with the requisite approvals mandated by the provisions ofSection 197 read with Schedule V to the Act.

xii. In our opinion and according to the information and explanations given to us theCompany is not a nidhi Company.

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 Sections 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the financial statements as required by the applicableaccounting 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.

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.

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

For Khandelwal Ray & Co.
Chartered Accountants
(Registration No.302035E)
Pinaki Sarkar
Place : Kolkata Partner
Date : 29th June 2020 Membership No. 051449
UDIN:20051449AAAAAE4366

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