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S H Kelkar & Company Ltd.

BSE: 539450 Sector: Industrials
NSE: SHK ISIN Code: INE500L01026
BSE 00:00 | 22 Feb 146.90 -9.50
(-6.07%)
OPEN

154.95

HIGH

155.55

LOW

146.40

NSE 00:00 | 22 Feb 148.85 -7.80
(-4.98%)
OPEN

155.80

HIGH

155.80

LOW

145.25

OPEN 154.95
PREVIOUS CLOSE 156.40
VOLUME 651208
52-Week high 294.10
52-Week low 136.65
P/E 42.83
Mkt Cap.(Rs cr) 2,124
Buy Price 147.10
Buy Qty 100.00
Sell Price 147.70
Sell Qty 50.00
OPEN 154.95
CLOSE 156.40
VOLUME 651208
52-Week high 294.10
52-Week low 136.65
P/E 42.83
Mkt Cap.(Rs cr) 2,124
Buy Price 147.10
Buy Qty 100.00
Sell Price 147.70
Sell Qty 50.00

S H Kelkar & Company Ltd. (SHK) - Auditors Report

Company auditors report

To the Members of

S H Kelkar and Company Limited

REPORT ON THE CONSOLIDATED IND AS FINANCIAL STATEMENTS

We have audited the accompanying consolidated Ind AS financial statements of S H Kelkarand Company Limited (hereinafter referred to as "the Holding Company") and itssubsidiaries (the Holding Company and its subsidiaries together referred to as "theGroup") and its joint venture which comprise the Consolidated Balance Sheet as atMarch 31 2018 the Consolidated Statement of Profit and Loss (including OtherComprehensive Income) the Consolidated Statement of Changes in Equity and theConsolidated statement of Cash Flows for the year ended on that date and a summary of thesignificant accounting policies and other explanatory information (hereinafter referred toas "consolidated Ind AS financial statements").

MANAGEMENT'S RESPONSIBILITY FOR THE CONSOLIDATED IND AS FINANCIALS TATEMENTS

The Holding Company's Board of Directors is responsible for the preparation of theseconsolidated Ind AS financial statements in terms of the requirements of the CompaniesAct 2013 (hereinafter referred to as "the Act") that give a true and fair viewof the consolidated state of affairs consolidated profit and other comprehensive incomeconsolidated statement of changes in equity and consolidated cash flows of the Groupincluding its joint venture in accordance with the accounting principles generallyaccepted in India including the Indian Accounting Standards (Ind AS) prescribed underSection 133 of the Act read with the relevant rules issued thereunder. The respectiveBoard of Directors of the companies included in the Group and of its joint venture areresponsible for maintenance of adequate accounting records in accordance with theprovisions of the Act for safeguarding the assets of the Group and its joint venture andfor preventing and detecting frauds and other irregularities; the selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and the design implementation and maintenance of adequateinternal financial 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 which have been used for the purpose ofpreparation of the consolidated Ind AS financial statements by the Directors of theHolding Company as aforesaid.

In preparing the consolidated Ind AS financial statements the respective Board ofDirectors of the companies included in the Group and of its joint venture are responsiblefor assessing the ability of the Group and of its joint venture to continue as a goingconcern disclosing as applicable matters related to going concern and using the goingconcern basis of accounting unless management either intends to liquidate the Group or tocease operations or has no realistic alternative but to do so.

AUDITORS' RESPONSIBILITY

Our responsibility is to express an opinion on these consolidated Ind AS financialstatements based on our audit. While conducting the audit we have taken into account theprovisions of the Act the accounting and auditing standards and matters which arerequired to be included in the audit report under the provisions of the Act and the Rulesmade there under.

We conducted our audit in accordance with the Standards on Auditing specified under subsection (10) of Section 143 of the Act. Those Standards require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether the consolidated Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the consolidated Ind AS financial statements. The procedures selecteddepend on the auditor's judgment including the assessment of the risks of materialmisstatement of the consolidated Ind AS financial statements whether due to fraud orerror. In making those risk assessments the auditor considers internal financial controlrelevant to the Holding Company's preparation of the consolidated Ind AS financialstatements that give a true and fair view in order to design audit procedures that areappropriate in the circumstances. An audit also includes evaluating the appropriateness ofthe accounting policies used and the reasonableness of the accounting estimates made aswell as evaluating the overall presentation of the consolidated Ind AS financialstatements.

We are also responsible to conclude on the appropriateness of management's use of thegoing concern basis of accounting and based on the audit evidence obtained whether amaterial uncertainty exists related to events or conditions that may cast significantdoubt on the ability of Group and of its joint venture to continue as a going concern. Ifwe conclude that a material uncertainty exists we are required to draw attention in theauditor's report to the related disclosures in the consolidated financial statements orif such disclosures are inadequate to modify our opinion. Our conclusions are based onthe audit evidence obtained up to the date of our auditor's report. However future eventsor conditions may cause Group and its joint venture to cease to continue as a goingconcern.

We believe that the audit evidence obtained by us and the audit evidence obtained bythe other auditors in terms of their reports referred to in sub-paragraph (a) of the Othermatters paragraph below is sufficient and appropriate to provide a basis for our auditopinion on the consolidated Ind AS financial statements.

OPINION

In our opinion and to the best of our information and according to the explanationsgiven to us and based on the consideration of reports of other auditors on separatefinancial statements and on other financial information of the subsidiaries and its jointventure the aforesaid consolidated 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 consolidated state ofaffairs of the Group and its joint venture as at March 31 2018 and their consolidatedprofit and other comprehensive income consolidated statement of changes in equity andconsolidated cash flows for the year ended on that date.

OTHER MATTERS

(a) We did not audit the financial statements of ten subsidiaries included in theconsolidated Ind AS financial statements whose financial statements reflect total assetsof ` 443.06 crores as at March 31 2018 total revenues of ` 292.60 crores and net cashoutflows amounting to ` 6.38 crores for year ended on that date as considered in theconsolidated Ind AS financial statements. These financial statements have been audited byother auditors whose reports have been furnished to us by the management and our opinionon the consolidated Ind AS financial statements in so far as it relates to the amountsand disclosures included in respect of these subsidiaries and our report in terms ofsub-section (3) of Section 143 of the Act insofar as it relates to the aforesaidsubsidiaries is based solely on the reports of the other auditors.

(b) The consolidated Ind AS financial statements include the Group's share of netprofit of ` 1.61 crores for the year ended March 31 2018 in respect of one joint venturewhose financial information has not been audited by us. This financial information areunaudited and have been furnished to us by the Management and our opinion on theconsolidated Ind AS financial statements in so far as it relates to the amounts anddisclosures included in respect of this joint venture and our report in terms ofsub-sections (3) of Section 143 of the Act in so far as it relates to the aforesaid jointventure is based solely on such unaudited financial information. In our opinion andaccording to the information and explanations given to us by the management thisfinancial information is not material to the Group.

Our opinion above on the consolidated Ind AS financial statements and our report onother legal and regulatory requirements below is not modified in respect of the abovematters with respect to our reliance on the work done and the reports of the otherauditors and the financial information certified by the Management.

REPORT ON OTHERL EGALAND REGULATORY REQUIREMENTS

1. As required by Section 143 (3) of the Act based on our audit and on theconsideration of reports of other auditors on separate financial statements and otherfinancial information of the subsidiaries and a joint venture as noted in the ‘Othermatters' paragraph we report to the extent applicable 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 of the aforesaidconsolidated Ind AS financial statements;

(b) in our opinion proper books of account as required by law relating to preparationof the aforesaid consolidated Ind AS financial statements have been kept so far as itappears from our examination of those books and the reports of the other auditors;

(c) the Consolidated Balance Sheet the Consolidated Statement of Profit and Loss(including other comprehensive income) the Consolidated Statement of Cash flows and theConsolidated Statement of Changes in Equity dealt with by this Report are in agreementwith the relevant books of account maintained for the purpose of preparation of theconsolidated Ind AS financial statements;

(d) in our opinion the aforesaid consolidated Ind AS financial statements comply withthe Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act readwith relevant rules thereunder;

(e) on the basis of the written representations received from the directors of theHolding Company as on March 31 2018 taken on record by the Board of Directors of theHolding Company and the report of the statutory auditors of its subsidiary companiesincorporated in India none of the directors of the Group companies incorporated in Indiaare disqualified as on March 31 2018 from being appointed as a director in terms ofSection 164 (2) of the Act; (f) with respect to the adequacy of the internal financialcontrols with reference to financial statements of the Holding Company and its subsidiarycompanies incorporated in India and the operating effectiveness of such controls refer toour separate report "Annexure A"; and

(g) 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 in our opinionand to the best of our information and according to the explanations given to us and basedon the consideration of the report of the other auditors on separate financial statementsas also the other financial information of the subsidiaries and a joint venture as notedin the ‘Other matters' paragraph:

i. the consolidated Ind AS financial statements disclose the impact of pendinglitigations on the consolidated financial position of the Group and its joint venture– Refer Note 38 to the consolidated Ind AS financial statements; ii. provision hasbeen made in the consolidated Ind AS financial statements as required under theapplicable law or Ind AS for material foreseeable losses on long-term contractsincluding derivative contracts. Refer Note 24 to the consolidated Ind AS financialstatements in respect of such items as it relates to the Group and its joint venture;

iii. there are no amounts which are required to be transferred to the InvestorEducation and Protection Fund by the Holding Company and its subsidiary companiesincorporated in India during the year ended March 31 2018; and

iv. the disclosures in the consolidated Ind AS 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 ended March 31 2018. However amounts as appearing in the auditedconsolidated Ind AS financial statements for the year ended March 31 2017 have beendisclosed. However in respect of the dealings in specified bank notes by the HoldingCompany we were unable to obtain sufficient and appropriate audit evidence to report onwhether the disclosures were in accordance with books of accounts maintained by theHolding Company and as produced to us by the Management. Refer note 52 to the consolidatedInd AS financial statements.

For B S R & Co. LLP
Chartered Accountants
Firm's Registration No : 101248W/W-100022
Aniruddha Godbole
Mumbai Partner
May 25 2018 Membership No: 105149

Annexure A to the Independent Auditors' Report – March 31 2018

(Referred to in our report of even date)

REPORT ON THE INTERNAL FINANCIAL CONTROLS UNDER CLAUSE _I_ OF SUB_SECTION 3 OF SECTION143 OF THE COMPANIES ACT 2013 _"THE ACT"_

In conjunction with our audit of the consolidated financial statements of S H Kelkarand Company Limited (hereinafter referred to as "the Holding Company") and itssubsidiary companies incorporated in India and to whom the internal financial reporting isapplicable (the Holding Company and its subsidiary companies incorporated in Indiatogether referred to as "the Group") as of and for the year ended March 312018 we have audited the internal financial controls over financial reporting of theGroup as of that date.

MANAGEMENT'S RESPONSIBILITY FOR INTERNALFI NANCIAL CONTROLS

The respective Board of Directors of the Holding Company and the subsidiary companiesincorporated in India are responsible for establishing and maintaining internal financialcontrols based on the internal financial controls with respect to financial statementscriteria established by the respective companies 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. 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 the respective 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.

AUDITORS' RESPONSIBILITY

Our responsibility is to express an opinion on the Group's internal financial controlsover financial reporting based on our audit. We conducted our audit in accordance with theGuidance Note on Audit of Internal Financial Controls Over Financial Reporting (the"Guidance Note") and the Standards on Auditing issued by ICAI and deemed to beprescribed under section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls 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 about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained and the audit evidence obtained bythe other auditors in terms of their reports referred to in Other Matters paragraph belowis sufficient and appropriate to provide a basis for our audit opinion on the Group'sinternal financial controls system over financial reporting.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIALR EPORTING

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 of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the company's assets that could have amaterial effect on the financial statements.

INHERENT LIMITATIONS OF INTERNALFI NANCIAL CONTROLS OVER FINANCIALR EPORTING

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 controls over financial reporting may become inadequate because of changes inconditions or that the degree of compliance with the policies or procedures maydeteriorate.

OPINION

In our opinion and to the best of our information and according to the explanationsgiven to us and based on consideration of the reports of the other auditors as mentionedin the Other Matters paragraph below the Holding company and its subsidiarycompaniesincorporated in India and to whom internal financial reporting is applicablehave in all material respects an adequate internal financial controls system overfinancial reporting and such internal financial controls over financial reporting wereoperating effectively as at March 31 2018 based on the internal controls 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.

OTHER MATTERS

Our aforesaid report under clause (i) of sub-section 3 of Section 143 of the Act on theadequacy and operating effectiveness of the internal financial controls over financialreporting insofar as it relates to the subsidiary companies incorporated in India and towhom financial reporting is applicable are based on the corresponding reports of theauditors of such companies incorporated in India.

For B S R & Co. LLP
Chartered Accountants
Firm's Registration No : 101248W/W-100022
Aniruddha Godbole
Mumbai Partner
May 25 2018 Membership No: 105149