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S P Apparels Ltd.

BSE: 540048 Sector: Industrials
NSE: SPAL ISIN Code: INE212I01016
BSE 10:33 | 20 Feb 255.00 2.35
(0.93%)
OPEN

254.95

HIGH

255.00

LOW

254.95

NSE 10:20 | 20 Feb 255.00 0.55
(0.22%)
OPEN

254.90

HIGH

255.00

LOW

254.15

OPEN 254.95
PREVIOUS CLOSE 252.65
VOLUME 914
52-Week high 379.95
52-Week low 201.05
P/E 10.87
Mkt Cap.(Rs cr) 655
Buy Price 252.70
Buy Qty 5.00
Sell Price 255.00
Sell Qty 110.00
OPEN 254.95
CLOSE 252.65
VOLUME 914
52-Week high 379.95
52-Week low 201.05
P/E 10.87
Mkt Cap.(Rs cr) 655
Buy Price 252.70
Buy Qty 5.00
Sell Price 255.00
Sell Qty 110.00

S P Apparels Ltd. (SPAL) - Auditors Report

Company auditors report

To

The Members of

S. P. APPARELS LIMITED

Report on the Separate Financial Statements

We have audited the accompanying separate financial statements of S.P.Apparels Limited("the Company") which comprise the balance sheet as at 31 March 2018 thestatement of profit and loss (including other comprehensive income) the statement of cashflows and the statement of changes in equity for the year then ended and a summary of thesignificant accounting policies and other explanatory information (herein after referredto as "separate financial statements").

Managemenfs Responsibility for the Separate Financial Statements

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 separate financial statements that give a true and fair view of the financialposition financial performance including other comprehensive income cash flows andchanges in equity of the Company in accordance with the accounting principles generallyaccepted in India including the Indian Accounting Standards (Ind AS) prescribed underSection 133 of the Act read with relevant rules issued thereunder.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the separatefinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these separate financial statementsbased on our audit.

We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe separate financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the separate financial statements. The procedures selected depend onthe auditor's judgment including the assessment of the risks of material misstatement ofthe separate 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 separate financial statements that give a true and fair view in orderto design audit procedures that are appropriate in the circumstances. An audit alsoincludes 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 separate financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the separate financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid separate financial statements give the information required bythe Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the financial position of theCompany as at 31 March 2018 and its financial performance including other comprehensiveincome its cash flows and the changes in equity for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1 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 the Annexure A a statement on the matters specified in the paragraph 3 and 4 of theorder.

2 As required by Section 143 (3) of the Act we report that:

a) we have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit.;

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

c) the balance sheet the statement of profit and loss the statement of cash flows andthe statement of changes in equity dealt with by this Report are in agreement with thebooks of account;

d) in our opinion the aforesaid separate financial statements comply with theAccounting Standards specified under Section 133 of the Act read with relevant rule issuedthereunder;

e) on the basis of the written representations received from the directors as on 31March 2018 taken on record by the Board of

Directors none of the directors is disqualified as on 31 March 2018 from beingappointed as a director in terms of Section 164 (2) of the Act;

f) with respect to the adequacy of the internal financial control over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate report in Annexure B; 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:

i. The Company has disclosed the impact of pending litigations on its financialposition in its standalone financial statements;

ii. The Company has made provision as required under the applicable law or accountingstandards for material foreseeable losses if any on long-term contracts includingderivative contracts in its separate financial statements; and

iii. there were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

For ASA & Associates LLP

Chartered Accountants

Firm Registration No: 009571N/N500006

D K Giridharan

Partner

Membership No: 028738

Place: Avinashi

Date: May 29 2018

ANNEXURE "A" TO THE INDEPENDENT AUDITORS' REPORT

The Annexure referred to in Independent Auditors' Report to the members of the Companyon the separate financial statements for the year ended 31 March 2018 we report that:

a) a) The Company is maintaining proper records showing full particulars includingquantitative details of fixed assets. The Company is in the process of integrating thesituation details of fixed assets into the fixed asset records.

b) The Company has a programme of physical verification of fixed assets in a phasedmanner in a period of three years. Pursuant to the program majority of the assets werecovered by physical verification during the year. The Company is in the process ofreconciling the results of the verification with the book records to identify thediscrepancies if any.

c) According to the information and explanations given to us and the records examinedby us and based on the examination of the registered sale deed and approved arrangementorder of the Honorable High Court of judicature provided to us we report that the titledeeds comprising all the immovable properties of land and buildings which are freeholdare held in the name of the Company as at the balance sheet date. In respect of immovableproperties of land and buildings that have been taken on lease and disclosed as fixedasset in the financial statements the lease agreements are in the name of the Companywhere the Company is the lessee in the agreement.

b) The inventory has been physically verified by the management during the year. In ouropinion the frequency of verification is reasonable. No material discrepancies werenoticed on such physical verification.

(iii) The Company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained underSection 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 section 185 and 186 of the Act with respectto the investments made. The Company has not granted any loan accordingly it's notapplicable.

(v) The Company has not accepted any deposits from the public.

(vi) We have broadly reviewed the books of account maintained by the Company in respectof services where pursuant to the rules made by the Central Government of India themaintenance of cost records has been prescribed under sub-section (1) of section 148 ofthe Companies Act and are of the opinion that prima facie the prescribed accounts andrecords have been made and maintained. We have not however made a detailed examinationof the records with a view to determine whether they are accurate or complete.

(vii) a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company in our opinion the Company is generallyregular in depositing the undisputed statutory dues including Provident fund Employee'sState Insurance income-tax sales tax/Value Added Tax (VAT) service tax customs dutyGoods and Service Tax excise duty cess and other material statutory dues as applicablewith the appropriate authorities.

b) There were no undisputed amounts payable in respect of Provident Fund Employees'State Insurance Income tax Sales Tax Goods and Service Tax .Service Tax Customs DutyValue Added Tax Cess and other material statutory dues in arrears as at March 31 2018for a period of more than six months from the date they became payable.

c) There are no dues of Income-tax Sales Tax Goods and Service Tax Service TaxCustoms Duty and Value Added Tax as on March 31 2018 on account of disputes.

(viii) According to the records of the Company examined by us and on the basis ofinformation and explanations given to us the Company has not defaulted in repayment ofany dues to financial institution or banks as at the balance sheet date.

(ix) In our opinion and according to the information and explanations given to usmoney raised by way of initial public offer and the term loans have been applied by theCompany during the year for the purposes for which they were raised other than temporarydeployment pending application of proceeds.

(x) According to the information and explanations given to us no fraud by the Companyor on the Company by its officers or employees has been noticed or reported during thecourse of our audit.

(xi) In our opinion and according to the information and explanations given to us theCompany has provided managerial remuneration in accordance with the requisite approvalsmandated by the provisions of section 197 read with Schedule V to the Companies Act 2013.

(xii) In our opinion and according to the information and explanations given to us theCompany is not a nidhi company. Accordingly paragraph 3(xii) of the Order is notapplicable

(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-cash transactions with directors or persons connectedwith him. Accordingly paragraph 3(xv) of the Order is not applicable.

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

For ASA & Associates LLP

Chartered Accountants

Firm Registration No: 009571N/N500006

D K Giridharan

Partner

Membership No: 028738

Place: Avinashi

Date: May 29 2018

ANNEXURE "B" TO THE INDEPENDENT AUDITOR'S REPORT

Referred to in Paragraph 6 (f) of the Independent Auditors' Report of even date to themembers of S.P.Apparels Limited on the Separate Financial Statements for the year endedMarch 31 2018

We have audited the internal financial controls over financial reporting ofS.P.Apparels Limited ("the Company") as of March 31 2018 in conjunction withour audit of the separate financial statements of the Company for the year ended on thatdate.

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 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.

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") issued by the ICAI and the Standards on Auditing issuedby ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 tothe extent applicable to an audit of internal financial controls both issued by theInstitute of Chartered Accountants of India. Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls over financialreporting was established and maintained and if such controls operated effectively in allmaterial 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 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 unauthorised acquisition use or disposition of theCompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls 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 "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" "(ICAI)".

For ASA & Associates LLP

Chartered Accountants

Firm Registration No: 009571N/N500006

D K Giridharan

Partner

Membership No: 028738

Place: Avinashi

Date: May 29 2018