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Rupa & Company Ltd.

BSE: 533552 Sector: Industrials
NSE: RUPA ISIN Code: INE895B01021
BSE 00:00 | 22 Feb 310.05 0.10
(0.03%)
OPEN

310.05

HIGH

317.50

LOW

307.50

NSE 00:00 | 22 Feb 309.00 -2.35
(-0.75%)
OPEN

313.20

HIGH

317.80

LOW

308.30

OPEN 310.05
PREVIOUS CLOSE 309.95
VOLUME 1262
52-Week high 469.90
52-Week low 246.65
P/E 24.47
Mkt Cap.(Rs cr) 2,465
Buy Price 307.50
Buy Qty 51.00
Sell Price 310.05
Sell Qty 4.00
OPEN 310.05
CLOSE 309.95
VOLUME 1262
52-Week high 469.90
52-Week low 246.65
P/E 24.47
Mkt Cap.(Rs cr) 2,465
Buy Price 307.50
Buy Qty 51.00
Sell Price 310.05
Sell Qty 4.00

Rupa & Company Ltd. (RUPA) - Auditors Report

Company auditors report

To the Members of

Rupa & Company Limited

Report on the Standalone IND AS Financial Statements

1. We have audited the accompanying standalone Ind AS financial statements ofRUPA& COMPANY LIMITED ('the Company') which comprise the Balance Sheet as at March31 2018 the Statement of Profit and Loss (including Other Comprehensive Income) theCash Flow Statement and the Statement of Changes in Equity for the year then ended and asummary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone IND AS Financial Statements

2. 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 thefinancial including other comprehensive income cash flows and changes in equity of theCompany positionfinancial in accordance with the accounting principles generally acceptedin India including the Indian Accounting Standards (Ind AS) prescribed under section 133of the Act read with the Companies (Indian Accounting Standard) Rules 2015 as amendedand other accounting principles generally accepted in India.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the

Act for safeguarding the assets of the Company and for preventing and detecting fraudsand other irregularities; selection and application of appropriate accounting policies;making judgments and estimates that are reasonable and prudent; and design implementationand maintenance of adequate internal financial controls that were operating effectivelyfor ensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the

Standalone Financial Statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.

Auditor's Responsibility

3. Our responsibility is to express an opinion on these standalone Ind AS financialstatements based on our audit.

In conducting 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 and other applicableauthoritative announcements issued by Institute of Chartered Accountants of India. ThoseStandards and pronouncements require that we comply with ethical requirements and plan andperform the audit to obtain reasonable assurance about whether the standalone Ind ASfinancial statements are free from material misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amountsand the disclosures in the standalone

Ind AS financial statements. The procedures selected depend upon the auditor'sjudgment including the assessment of the risks of material misstatement of the StandaloneInd As Financial Statements whether due to fraud or error. In making those riskassessments the auditor considers internal financial control relevant to the Company'spreparation of the standalone Ind AS financial statements that give a true and fair viewin order to design audit procedures that are appropriate in the circumstances. An auditalso includes evaluating the appropriateness of the accounting policies used and thereasonableness of the accounting estimates made by the Company's Directors as well asevaluating the overall presentation of the standalone Ind AS financial statements.

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

Opinion

6. 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 March 31 2018 and its profit total comprehensive income its cashflowsand the changes in equity for the year ended on that date.

Other Matter

7. The corresponding financial information of the Company as at and for the year endedMarch 31 2017 and the transition date opening balance sheet as at April 01 2016 includedin these Ind AS Financial Statements are based on the previously issued financialstatements for the years ended March 31 2017 and March 31 2016 prepared in accordancewith the Companies (Accounting Standards) Rules 2006 (as amended). Financial statementsfor the year ended March 31 2016 was audited statements for the year ended March 31 2017by predecessor audit or where as financial were audited by us on which an unmodifiedopinion was expressed vide audit report dated May 30 2016 and May 26 2017 respectively.These financial statements have been adjusted for differences in accounting principles tocomply with Ind AS and such adjustments on transition to Ind AS which has been approved bythe Company's Board of Directors have been audited by us. Our opinion is not modified inrespect of this matter.

Report on Other Legal and Regulatory Requirements

8. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of Section 143(11) of the Act we givein 'Annexure A' a statement on the matters specifiedin paragraphs 3 and 4 of the Order.

9. As required by Section 143(3) of the Act based on our audit we reportto theextent applicable that: a) We have sought and obtained all the information andexplanations which to the best of our knowledge and belief were necessary for the purposesof our audit; b) In our opinion proper books of account as required by law have been keptby the Company so far as it appears from our examination of those books; c) The BalanceSheet the Statement of Profit and Loss including Other Comprehensive Income the CashFlow Statement and Statement of Changes in Equity dealt with by this Report are inagreement with the relevant books of account; d) In our opinion the aforesaid standaloneInd AS financial statements comply with the Indian Accounting Standards prescribed undersection 133 of the Act; e) On the basis of the written representations received from thedirectors as on March 31 2018 taken on record by the

Board of Directors none of the directors is disqualified as on March 31 2018 frombeing appointed as a director in terms of Section 164(2) of the Act; f) With respect tothe adequacy of the internal financial controls over financial reporting of the Companyand the operating effectiveness of such controls refer to our separate Report in 'AnnexureB'. Our report expresses an unmodified opinion on the adequacy and operating effectivenessof the Company's internal financial controls over financial reporting; and g) With respectto the other matters to be included in the Auditor's Report in accordance with Rule 11 ofthe Companies

(Audit and Auditors) Rules 2014 as amended in our opinion and to the best of ourinformation and according to the explanations given to us: i. The Company has disclosedthe impact of pending litigations on its financial position in its standalone financialstatements as stated in Note 10 & 35 to the financial statement; ii. The Company didnot have any long-term contracts including derivative contracts for which there were anymaterial foreseeable losses. iii. There has been no delay in transferring amountsrequired to be transferred to the Investor Education and Protection

Fund by the Company. iv. The disclosures in the financial statements regarding holdingsas well as dealings in specified bank notes during the period from November 8 2016 toDecember 30 2016 have not been made since they do not pertain to the financial year endedMarch 31 2018.

For Singhi & Co.
Chartered Accountants
Firm's Registration No. 302049E
Sd/-
(Aditya Singhi)
Place: Kolkata Partner
Date: May 23 2018 Membership No. 305161

Annexure A to the Independent Auditor's Report

(Referred to in paragraph 8 with the heading ‘Report on Other Legal and RegulatoryRequirements' section of our report of even date in respect to Statutory Audit of Rupa& Company Limited for the year ended March 31 2018) We report that: i. In respect ofits fixed assets: a) The Company has maintained proper records showing full particularsincluding quantitative details and situation of fixed assets; b) As explained to usfixedassets have been physically verified during the year by the management and nomaterial discrepancies have been noticed on such physical verification. In our opinionthis periodicity of physical verification is reasonable having regard to the size of theCompany and the nature of its assets; and c) According to the information and explanationsgiven to us and on the basis of our examination of the records of the

Company the title deeds of immovable properties are held in the name of the Company.ii. In respect of inventories physical verification has been conducted at reasonableintervals during the year by the management and in our opinion the frequency ofverification is reasonable. According to the information and explanation given to us nomaterial discrepancies were noticed on physical verification of inventories as compared tothe book records. Inventories lying with outside parties have been confirmed by them atthe year end. iii. The Company has granted loan to one body corporate covered in theregister maintained under section 189 of the Companies Act 2013. a) In our opinion therate of interest and other terms and conditions on which the loan has been granted werenot prima-facie prejudicial to the interest of the company. b) In case of the loangranted to the body corporate covered in the register maintained under section 189 of the

Companies Act 2013 the loan and interest is repayable on demand. c) There are nooverdue amount in respect of loan granted to body corporate covered in the registermaintained under section 189 of the Companies Act 2013. iv. In our opinion and accordingto the information and explanations given to us and according to the information andexplanations provided to us the Company has complied with the provisions of section 185and 186 of the Act with respect to the loans and investments made. v. According toinformation and explanations given to us the Company has not accepted any deposits frompublic during the year. vi. To the best of our knowledge and according to information andexplanations given to us the Government has not specified maintenance of the cost recordsunder section 148(1) of the Companies Act 2013 in regard to the activities of theCompany. vii. (a) According to the information and explanations given to us and on thebasis of our examination of the records of the

Company the Company is regular in depositing undisputed statutory dues includingprovident fund employee's state insurance income tax sales tax wealth tax servicetax duty of customs duty of excise value added tax cess and other statutory dues withthe appropriate authorities. According to the information and explanations given to us noundisputed amounts payable in respect of provident fund employees' state insurance incometax sales tax service tax duty of customs duty of excise value added tax cess andother material statutory dues were in arrears as at March 31 2018 for a period of morethan six months from the date they became payable.

(b) According to the information and explanation given to us the dues of sales taxincome tax duty of customs duty of excise service tax and value added tax which havenot been deposited on account of any dispute and the forum where the dispute is pending ason March 31 2018 are as under :-

Name of the statute Nature of dues Amount ( Rs. ) Period to which the amount relates Forum where dispute is pending
The Central Sales Tax Act 1956 Demand Relating to non- submission of C Forms & other 4450608 Financial Year 2005-06 West Bengal Commercial Taxes Appeallate Tribunal & Revisional Board
disputes/disallowances 6699672 Financial Year 2014-15 Senior Joint Commissioner Taxes (Appeal)
The West Bengal Value Added Tax 2003 Demand Relating to export & other disallowances / disputes 3579753 Financial Year 2014-15 Senior Joint Commissioner Taxes (Appeal)

viii. Based on our audit procedures and according to the information and explanationsgiven to us we are of the opinion that the Company has not defaulted in repayment of duesto banks or financial institutions. There were no debentures outstanding at any timeduring the year. ix. The Company had not raised any money during the year by way of termloans. The Company also did not raise any money by way of initial public offer or furtherpublic offer (including debt instruments) during the year. x. According to the informationand explanations given to us no material fraud by the Company or on the Company by itsofficers or employees has been noticed or reported during the course of our audit. xi.According to the information and explanations given to us and based on our examination ofthe records of the Company the Company has paid/provided for managerial remuneration inaccordance with the requisite approvals mandated by the provisions of section 197 readwith Schedule V to the Act. xii. In our opinion and according to the information andexplanations given to us the Company is not a Nidhi Company. Accordingly paragraph3(xii) of the Order is not applicable. xiii. According to the information and explanationsgiven to us and based on our examination of the records of the Company transactions withthe related parties are in compliance with sections 177 and 188 of the Act whereapplicable and details of such transactions have been disclosed in the financialstatements as required by the applicable accounting standards. xiv. According to theinformation and explanations give to us and based on our examination of the records of theCompany the

Company has not made any preferential allotment or private placement of shares or fullyor partly convertible debentures during the year. xv. According to the information andexplanations given to us and based on our examination of the records of the Company theCompany has not entered into non-cash transactions with directors or persons connectedwith him. Accordingly paragraph 3(xv) of the Order is not applicable. xvi. The Company isnot required to be registered under section 45-IA of the Reserve Bank of India Act 1934.

For Singhi & Co.
Chartered Accountants
Firm's Registration No. 302049E
Sd/-
(Aditya Singhi)
Place: Kolkata Partner
Date: May 23 2018 Membership No. 305161

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 ofRUPA&COMPANY LIMITED ("the Company") as of March 31 2018 in conjunctionwith our audit 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'). 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.

AUDITOR'S 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 extentapplicable to an audit of internalfinancialcontrols 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 and 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 included obtaining an understanding ofinternal financial controls over financial weakness exists and 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 statements in accordance with generally accepted accountingprinciples and as necessary to permit preparation of financial that receipts andexpenditures of the company are being made only in accordance with authorizations 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 March 31 2018 based on theinternal control over financial reporting criteria established by the Company consideringthe essential control stated in the Guidance Note on Audit of Internal Financial ControlsOver Financial Reporting issued by the Institute of Chartered Accountants of India.

For Singhi & Co.
Chartered Accountants
Firm's Registration No. 302049E
Sd/-
(Aditya Singhi)
Place: Kolkata Partner
Date: May 23 2018 Membership No. 305161