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Rossell India Ltd.

BSE: 533168 Sector: Agri and agri inputs
NSE: ROSSELLIND ISIN Code: INE847C01020
BSE 00:00 | 08 Dec 337.10 -16.20
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NSE 00:00 | 08 Dec 337.40 -17.25
(-4.86%)
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354.00

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OPEN 355.05
PREVIOUS CLOSE 353.30
VOLUME 12603
52-Week high 384.75
52-Week low 112.95
P/E 35.52
Mkt Cap.(Rs cr) 1,237
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 355.05
CLOSE 353.30
VOLUME 12603
52-Week high 384.75
52-Week low 112.95
P/E 35.52
Mkt Cap.(Rs cr) 1,237
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 STANDALONE FINANCIAL STATEMENTS

Opinion

We have audited the accompanying standalone financial statements ofRossell India Limited ("the Company") which comprise of the Balance Sheet as atMarch 31 2022 the Statement of Profit and Loss (including Other Comprehensive Income)the Cash Flow Statement and the Statement of Changes in Equity for the year then endedand notes to the financial statements including a summary of significant accountingpolicies and other explanatory information (hereinafter referred to as "the financialstatements").

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid financial statements give the information requiredby the Companies Act 2013 ("the Act") in the manner so required and give a trueand fair view in conformity with the Indian Accounting Standards prescribed under section133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015 asamended ("Ind AS") and other accounting principles generally accepted in Indiaof the state of affairs of the Company as at March 31 2022 the profit and totalcomprehensive income changes in equity and its cash flows for the year ended on thatdate.

Basis for Opinion

We conducted our audit of the financial statements in accordance withthe Standards on Auditing specified under section 143(10) of the Act (SAs). Ourresponsibilities under those Standards are further described in the Auditor'sResponsibilities for the Audit of the Financial Statements section in our report. We areindependent of the Company in accordance with the Code of Ethics issued by the Instituteof Chartered Accountants of India (ICAI) together with the independence and ethicalrequirements that are relevant to our audit of the financial statements under theprovisions of the Act and the Rules made thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and the ICAI's Code ofEthics. We believe that the audit evidence we have obtained is sufficient and appropriateto provide a basis for our audit opinion on the financial statements.

Information Other than the Financial Statements and Auditor's ReportThereon

The Company's Management and Board of Directors are responsible for thepreparation of the other information. The other information comprises the informationincluded in the Management Discussion and Analysis Board's Report including Annexures toBoard's Report Corporate Governance and Shareholder's Information but does not includethe financial statements and our auditor's report thereon. Our opinion on the financialstatements does not cover the other information and we do not express any form ofassurance conclusion thereon.

In connection with our audit of the financial statements ourresponsibility is to read the other information identified above when it becomes availableand in doing so consider whether the other information is materially inconsistent withthe financial statements or our knowledge obtained during the course of our audit orotherwise appears to be materially misstated.

If based on the work we have performed we conclude that there is amaterial misstatement of this other information we are required to report that fact. Wehave nothing to report in this regard.

Management?s Responsibility for the Financial Statements

The Company?s Management and Board of Directors is responsible forthe matters stated in Section 134(5) of the Act with respect to the preparation of thesefinancial statements to give a true and fair view of the financial position financialperformance including other comprehensive income cash flows and changes in equity of theCompany in accordance with the accounting principles generally accepted in Indiaincluding the Ind AS. This responsibility also includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding of the assets of theCompany and for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgements and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe financial 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 forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.

The Board of Directors of the Company are also responsible foroverseeing the Company's reporting process.

Auditor's Responsibility for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether thefinancial 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 financial statements.

As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of thefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

• Obtain an understanding of internal financial controls relevantto the audit in order to design audit procedures that are appropriate in thecircumstances. Under section 143(3)(i) of the Act we are also responsible for expressingour opinion on whether the Company had adequate internal financial controls system withreference to financial statement and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by Management andBoard of Directors.

• Conclude on the appropriateness of management's and Board ofDirectors use of the going concern basis of accounting in respect of standalone financialstatement and based on the audit evidence obtained whether a material uncertainty existsrelated to events or conditions that may cast significant doubt on the Company's abilityto continue as a going concern. If we conclude that a material uncertainty exists we arerequired to draw attention in our auditor?s report to the related disclosures in thefinancial statements or if such disclosures are inadequate to modify our opinion. Ourconclusions 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 thefinancial statements including the disclosures and whether standalone financialstatements represent the underlying transactions and events in a manner that achieves fairpresentation.

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the financialstatements of the current period and are therefore the key audit matters. We describethese matters in our auditor's report unless law or regulation precludes public disclosureabout the matter or when in extremely rare circumstances we determine that a mattershould not be communicated in our report because the adverse consequences of doing sowould reasonably be expected to outweigh the public interest benefits of suchcommunication.

Report on Other Legal and Regulatory Requirements

1.A As required by Section 143(3) of the Act based on our audit wereport that:

a. We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purpose of our audit;

b. In our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of those books;

c. The Balance Sheet the Statement of Profit and Loss including OtherComprehensive Income the Cash Flow Statement and Statement of Changes in Equity dealtwith by this Report are in agreement with the books of account;

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

e. On the basis of the written representations received from theDirectors as on March 31 2022 taken on record by the Board of Directors none of theDirectors is disqualified as on March 31 2022 from being appointed as a Director in termsof Section 164(2) of the Act.

f. With respect to the adequacy of the internal financial controls overfinancial reporting of the Company and the operating effectiveness of such controls referto our separate Report in "Annexure A". Our report expresses an unmodifiedopinion on the adequacy and operating effectiveness of the Company's internal financialcontrols over financial reporting.

B With respect to the other matters to be included in theAuditorsRs.Report in accordance with Rule 11 of the Companies (Audit and Auditor's) Rules2014 in our opinion and to the best of our information and according to the explanationsgiven to us:

a. The financial statements disclose the impact of pending litigationsas at 31 March 2022 on the financial position of the company. Refer Note. 41 to thefinancial statements.

b. The company did not have any material foreseeable losses onlong-term contracts including derivative contracts during the year ended 31 March 2022.

c. There has been no delay in transferring amounts to the InvestorEducation and Protection Fund by the Company during the year ended 31 March 2022.

d. (i) The management has represented that to the best of itsknowledge and belief no funds have been advanced or loaned or invested (either fromborrowed funds or share premium or any other sources or kind of funds) by the Company toor in any other persons or entities including foreign entities("Intermediaries") with the understanding whether recorded in writing orotherwise that the Intermediary shall:

• directly or indirectly lend or invest in other persons orentities identified in any manner whatsoever ("Ultimate Beneficiaries") by or onbehalf of the Company or

• provide any guarantee security or the like to or on behalf ofthe Ultimate Beneficiaries.

(ii) The management has represented that to the best of its knowledgeand belief no funds have been received by the Company from any persons or entitiesincluding foreign entities ("Funding Parties") with the understanding whetherrecorded in writing or otherwise that the Company shall:

• directly or indirectly lend or invest in other persons orentities identified in any manner whatsoever ("Ultimate Beneficiaries") by or onbehalf of the Funding Parties or

• provide any guarantee security or the like from or on behalf ofthe Ultimate Beneficiaries

(iii) Based on such audit procedures as considered reasonable andappropriate in the circumstances nothing has come to our notice that has caused us tobelieve that the representations under sub clause (d)(i) and (d)(ii) contain any materialmis-statement.

e) The dividend declared or paid during the year by the Company are incompliance with section 123 of the Act.

C. With respect to the other matters to be included in the Auditor'sReport in accordance with the requirements of section 197(16) of the Act as amended: Inour opinion and to the best of our information and according to the explanations given tous the remuneration paid by the Company to its directors during the year is in accordancewith the provisions of section 197 of the Act.

2. As required by the Companies (Auditor's Report) Order 2016("the Order") issued by the Central Government in terms of Section 143(11) ofthe Act we give in "Annexure B" a statement on the matters specified inparagraphs 3 and 4 of the Order.

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

We have audited the internal financial controls over financialreporting of Rossell India Limited ("the Company") as of 31st March 2022 inconjunction with our audit of the standalone financial statements of the Company for theyear ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing andmaintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting issued by the Institute of Chartered Accountants of India ('ICAI').These responsibilities include the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct of its business including adherence to company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013.

AuditorsRs.Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls over financial reporting based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of Internal Financial Controls over FinancialReporting (the "Guidance Note") and the Standards on Auditing issued by ICAIand deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls system over financialreporting included obtaining an understanding of internal financial controls overfinancial reporting assessing the risk that a material weakness exists testing andevaluating the design and operating effectiveness of internal control based on theassessed risk. The procedures selected depend on the auditor's judgment including theassessment of the risks of material misstatement of the financial statements whether dueto fraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internal financialcontrols system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A Company's internal financial control over financial reporting is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the Company are being made only in accordance with authorisations ofmanagement and directors of the Company and (3) provide reasonable assurance regardingprevention or timely detection of 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 FinancialReporting

Because of the inherent limitations of internal financial controls overfinancial reporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequateinternal financial controls system over financial reporting and such internal financialcontrols over financial reporting were operating effectively as at 31st March 2022 basedon the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India.

Referred to in paragraph I under Report on "Other Legal andRegulatory Requirements' section of our Report of even date:

i a) (A) The Company has maintained proper records to show fullparticulars including quantitative details and situation of Property Plant andEquipment.

(B) The Company has maintained proper records showing full particularsof intangible assets.

b) These Property Plant and Equipment have been physically verified bythe management at a reasonable interval. No material discrepancies were noticed on suchverification as compared to book records

(c) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the title deeds of all theimmovable properties (other than immovable properties where the company is the lessee andthe lease agreement are duly executed in favour of lessee) disclosed in the financialstatements are in the name of the Company except one Tea Estate details of which aregiven below:

Description of property Gross carrying value (Rs.in Lakhs) Held in name of Whether promoter director or their relative or employee Period held - indicate range where applicable Reason for not being held in the name of the Company
Kharikatia Tea Estate 3423.68 Kharikatia Tea & Industries Limited Not Applicable Since 2012 Pending sale permission from the concerned authorities of the Government of Assam

The immovable properties comprising five Tea Estates as well as Landand Buildings located at Bangalore (having registered Deed of Conveyance) are mortgagedwith the Banks in connection with various credit facilities being availed for the purposeof business of the Company as confirmed by them.

(d) According to the information and explanation given to us and on thebasis of our examination of the records of the Company that the Company has not revaluedits Property Plant and Equipment or intangible assets during the year.

(e) According to the information and explanation given to us and on thebasis of our examination of the records of the Company there are no proceeding initiatedor pending against the Company for holding any benami properties under the prohibition ofBenami Properties Transaction Act1988 and rules made there under.

ii. (a) The inventory excluding those lying with third parties havebeen physically verified by the management during the year at reasonable intervals. Nodiscrepancies noticed on such verification of stocks as compared to book records that were10% or more in the aggregate for each class of inventories.

(b) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has beensanctioned working capital limits in excess of five crores rupees in aggregate fromBanks on the basis of security of current assets and the quarterly returns of statementsfiled by the Company with the Banks are in agreement with the books of account of thecompany in respect of quantity. But valuation of the quarterly said quantity differs fromreturns at the end of each quarter as the valuation for bank is done on the basis ofbudgeted cost and not actual cost.

iii. (a) According to information and explanation given to us and onthe basis of our examination of the records of the Company the Company has not providedany guarantee or security or granted any loans or advances in the nature of loans securedor unsecured to Companies firms Limited Liability Partnerships or any other Parties.However the Company has made an investment of Rs.5.02 lakhs in a Company during the year.

(b) According to information and explanation given to us and based onthe audit procedures conducted by us we are of the opinion that the terms and conditionsof the investment are prima facie not prejudicial to the company's interest.

(c) In view of the above comments this clause is not applicable for thecompany.

(d) In view of the above comment this clause is not applicable for thecompany.

(e) In view of the above comment this clause is not applicable for thecompany.

(f) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not given anyloans either repayable on demand or without specifying any terms or period of repayment.

iv. In our opinion and according to the information and explanationsgiven to us the Company has complied with the provisions of Sections 185 and 186 ofCompanies Act 2013 with respect to loans and investments made.

v. In our opinion and according to the information and explanationsgiven to us the Company has not accepted any deposits within the meaning of Section 73 toSection 76A of the Companies Act 2013 and the Rules framed thereunder. Accordingly clause3(v) of the order is not applicable.

vi. The Central Government has specified for the maintenance of costrecords under sub-sec. (1) of Sec.148 of the Companies Act 2013. We have broadly reviewedthe records and Accounts maintained by the Company. We are of the opinion that prima faciethe prescribed accounts and records have been maintained. We have not however made adetailed examination of such records to determine whether records are accurate andcomplete.

vii. (a) According to the information and explanation given to us andon the basis of records of the Company examined by us we are of the opinion that theCompany is regular in depositing with appropriate authorities undisputed statutory duesincluding provident fund employeesRs.state insurance income tax service tax goods andservices tax duty of custom and cess and other material statutory 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 recordsexamined by us there are no statutory dues which have not been deposited on account ofany dispute.

viii. The Company has not surrendered or disclosed any transactionspreviously unrecorded as Income in the books of account in the tax assessment under theIncome Tax Act 1961 as income during the year.

ix. (a) According to the information and explanations given to us andon the basis of our examination of the records of the Company the Company has notdefaulted in repayment of loans or other borrowings or in the payment of interest thereonto any lender.

(b) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not beendeclared a willful defaulter by any Bank or financial institution or Government orGovernment Authority.

(c) According to the information and explanations given to us by themanagement the Term Loans were applied for the purpose for which loans were obtained.

(d) According to the information and explanations given to us and on anoverall examination of the balance sheet of the Company we report that the Company hasraised no funds on short-term basis. Accordingly clause 3(ix)(d) of the Order is notapplicable

(e) According to the information and explanations given to us and on anoverall examination of the financial statement of the company we report that the companyhas not taken any funds from any entity or person on account of or as defined under theCompanies Act 2013 to meet the obligations of its subsidiaries associates or jointventure and accordingly 3(ix)(e) of the order is not applicable.

(f) According to the information and explanations given to us andprocedures performed by us we report that the Company has not raised loans during theyear on the pledge of securities held in its subsidiaries as defined under the CompaniesAct 2013. Accordingly clause 3(ix)(f) of the Order is not applicable.

x. (a) The Company has not raised any money by way of initial publicoffer or further public offer (including debt instrument during the year). Accordinglyclause 3(x)(a) of the Order is not applicable.

(b) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not made anypreferential allotment or private placement of shares or fully or partly convertibledebentures during the year. Accordingly clause 3(x) (b) of the Order is not applicable.

xi. (a) Based on examination of books and records of the companycarried out by us and according to the information and explanations given to us no fraudby the Company or any fraud on the Company has been noticed or reported.

(b) According to the information and explanations given to us noreport under sub-section (12) of Section 143 of the Companies Act 2013 has been filed bythe auditors in Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors)Rules 2014 with the Central Government

(c) According to the information and explanations given to us nocomplaint has been received from the whistle blower during the year.

xii. In our opinion and according to the information and explanationsgiven to us the Company is not a nidhi Company. Accordingly clause 3(xii) of the order isnot applicable.

xiii. According to the information and explanations given to us andbased on our examination of the records of the Company transactions with the relatedparties are in compliance with Sections 177 and 188 of the Companies Act 2013 whereapplicable and details of such transactions have been disclosed in the standalonefinancial statements as required by the applicable accounting standards.

xiv. (a) In our opinion the company has an Internal Audit Systemcommensurate with the size of the company and nature of its business.

(b) We have considered the report of Internal Audit on Tea divisionissued till date for the period under audit.

xv. According to the information and explanations given to us and basedon our examination of the records of the Company the Company has not entered intonon-cash transactions with directors or persons connected with him.

xvi. (a) The Company is not required to be registered under Section45-IA of the Reserve Bank of India Act 1934. Accordingly clause 3(xvi)(a) of the Orderare not applicable.

(b) The Company is not required to be registered under Section 45-IA ofthe Reserve Bank of India Act 1934. Accordingly clause 3(xvi)(b) of the Order are notapplicable.

(c) The Company is not a Core Investment Company (CIC) as defined inthe regulations made by the Reserve Bank of India. Accordingly clause 3(xvi)(c) of theOrder are not applicable.

(d) According to the information and explanations provided to us duringthe course of audit the Group [as defined in the Core Investment Companies (Reserve Bank)Directions 2016] does not have any CIC. Accordingly the requirements of reporting underclause 3(xvi) (d) of the order are not applicable.

xvii. The Company has not incurred cash losses in the financial yearand in the immediately preceding financial year.

xviii. There has been no resignation of the statutory auditors duringthe year. Accordingly clause 3(xviii) of the order is not applicable.

xix. On the basis of Financial Ratios Ageing of Receivables expecteddate of realization of financial assets and payment of financial liabilities otherinformation accompanied financial statements our knowledge about Board of Directors andmanagement plan we are of the opinion that no material uncertainties exist as on the dateof Audit Report that Company is not capable of meeting its liabilities existing on thedate of Balance Sheet as and when falls due within a period of one year from the BalanceSheet date.

xx. In our opinion and according to the information and explanationsgiven to us there is no unspent amount under subsection 5 of section 135 of the CompaniesAct 2013 pursuant to any project. Accordingly clause 3(xx)(a) and 3(xx)(b) of the order isnot applicable.

For Khandelwal Ray & Co.
Chartered Accountants
(Registration No.302035E)
Pinaki Sarkar
Partner
Place : Kolkata Membership No. 051449
Date : 27th May 2022 UDIN: 22051449AJTAND2096

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