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S V Global Mill Ltd.

BSE: 535621 Sector: Infrastructure
NSE: N.A. ISIN Code: INE159L01013
BSE 00:00 | 06 Jul 32.00 0
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NSE 05:30 | 01 Jan S V Global Mill Ltd
OPEN 30.50
PREVIOUS CLOSE 32.00
VOLUME 11220
52-Week high 50.60
52-Week low 26.55
P/E
Mkt Cap.(Rs cr) 58
Buy Price 30.45
Buy Qty 50.00
Sell Price 33.45
Sell Qty 928.00
OPEN 30.50
CLOSE 32.00
VOLUME 11220
52-Week high 50.60
52-Week low 26.55
P/E
Mkt Cap.(Rs cr) 58
Buy Price 30.45
Buy Qty 50.00
Sell Price 33.45
Sell Qty 928.00

S V Global Mill Ltd. (SVGLOBALMILL) - Auditors Report

Company auditors report

To the members of S V Global Mill Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the standalone financial statements of M/s S V Global Mill Limited("the Company") which comprise the balance sheet as at 31st March 2019 and thestatement of profit and loss (including other comprehensive income) statement of changesin equity and statement of cash flows for the year then ended and notes to the financialstatements including a summary of significant accounting policies and other explanatoryinformation.

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Companies Act 2013 in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India of the state ofaffairs of the Company as at March 31 2019 and its loss changes in equity and its cashflows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Companies Act 2013. Our responsibilities under thoseStandards are further described in the Auditor's Responsibilities for the Audit of theStandalone Financial Statements section of our report. We are independent of the Companyin accordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thestandalone financial statements under the provisions of the Companies Act 2013 and theRules thereunder and we have fulfilled our other ethical responsibilities in accordancewith these requirements and the Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone financial statements of the current period.These matters were addressed in the context of our audit of the standalone financialstatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters.

The following have been considered as Key Audit Matters:

Sl. No Key Audit Matters Auditor's Response
1 Reduction of Share Capital The orders of the Hon'ble Supreme Court of India in the matter of the buyback arrangement were studied and the effects of the same in accounting of the event in the books were analysed. We took consideration of the matters stated therein including the carve-outs created by the orders of the Hon'ble Supreme Court that
The Hon'ble Supreme Court of India vide its order dated 17.05.2018 directed the company to buy the shares of certain shareholders within a period of 9 months from the date of the order at a price of Rs. 100 crore. As a result the share capital has been reduced to the extent of the face value of the shares and the balance has been adjusted against the free reserves of the company.
• the buyback will not trigger SEBI Takeover Regulations.
Refer Note no. 27 to the financial statement • the buyback does not amount to shares being transferred inter vivos
• the payment for the shares shall not be treated as deemed dividend
• the buyback will not be subject to any liability under the Income Tax Act 1961; and
• on payment of the sums the share capital of the company shall stand reduced by the virtue of the order.
We sought explanations from the Management on implications of the order of the Hon'ble Supreme Court of the issues that would involve appropriate adjustments and disclosures in financial statements of the company.
We examined the accounting for reduction of share capital vis-a-vis the reduction from the Free Reserves (being the balance of Rs. 100 crore and the face value of the shares brought back) to analyse the appropriateness of the accounting treatment of transactions in the books of account its presentation and disclosure in the financial statements and the compliance with the relevant provisions of the Companies Act 2013.
2 Provision against Capital Advance We were informed that a capital advance was given by the erstwhile Binny Limited and taken over by the company during the course of demerger as ordered by the Hon'ble High of Madras. A petition has been filed by the secured creditors before the NCLT against the entity to whom the capital advance given by the erstwhile Binny Limited.
The company created provision on the entire outstanding balance of Capital Advances of Rs. 21.34 crore We sought explanations from the Management on the implications of the petition before NCLT and recoverability of the amounts advanced.
Refer Note no. 28 to the financial statement As the management was of the view that the chances of recovery of advances were remote and accordingly provided for the same.
We reviewed status of the matters and the adequacy of the provision against the receivable. We examined the appropriateness of the accounting treatment of transactions in the books of account its presentation and disclosure in the financial statements and the compliance with the applicable GAAP.

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

The Company's Board of Directors is responsible for the other information. The otherinformation comprises the matters included in the Management Discussion and AnalysisBoard's Report including Annexures to Board's Report Business Responsibility ReportCorporate Governance and Shareholder's Information but does not include the standalonefinancial statements and our auditor's report thereon. The other information is expectedto be made available to us after the date of this auditor's report.

Our opinion on the standalone financial statements does not cover the other informationand we will not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements our responsibilityis to read the other information identified above when it becomes available and in doingso consider whether the other information is materially inconsistent with the standalonefinancial statements or our knowledge obtained in the audit or otherwise appears to bematerially misstated.

If based on the work we have performed on the other information that we obtained priorto the date of this auditor's report we conclude that there is a material misstatement ofthis other information we are required to report that fact. We have nothing to report inthis regard.

When we read the other information if we conclude that there is a materialmisstatement therein we are required to communicate the matter to those charged withgovernance and in case the material misstatement remains uncorrected suitable action wouldbe resorted to including bring to the attention of the users the matters of such materialmisstatement.

Responsibilities of Management and Those Charged with Governance for the StandaloneFinancial 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 standalone financial statements that give a true and fair view of the financialposition financial performance changes in equity and cash flows of the Company inaccordance with the accounting principles generally accepted in India including theaccounting Standards specified under section 133 of the Act. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and designimplementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the standalone financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

In preparing the standalone financial statements the Board of Directors is responsiblefor assessing the Company's ability to continue as a going concern disclosing asapplicable matters related to going concern and using the going concern basis ofaccounting unless the Board of Directors either intends to liquidate the Company or tocease operations or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company's financialreporting process.

Auditor's Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalonefinancial 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 standalone financial statements.

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

• Identify and assess the risks of material misstatement of the standalonefinancial 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 control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under section 143(3)(i)of the Companies Act 2013 we are also responsible for expressing our opinion on whetherthe company has adequate internal financial controls system in place and the operatingeffectiveness of such controls.

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

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

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

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

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

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ('the Order') issued bythe Central Government of India in terms of sub-section (11) of Section 143 of the Act wegive in Annexure - I a statement on the matters specified in the paragraph 3 and 4 of theOrder to the extent applicable.

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 (including other comprehensiveincome) the Statement of Changes in Equity and the Cash Flow Statement dealt with by thisReport are in agreement with the books of account.

d) In our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014.

e) On the basis of written representations received from the directors as on March 312019 and taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2019 from being appointed as a director in terms of Section 164(2) of theAct.

f) With respect to the adequacy of internal financial control systems and the operatingeffectiveness of such controls we give our Report in Annexure - II

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 - Refer Note 31 & 32 to the financialstatements;

ii. The company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.

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

Place: Chennai P. B. Vijayaraghavan & Co.
Date: May 24 2019 Chartered Accountants
FRN: 004721S
P. B. Srinivasan
Partner
M. No. 203774

Annexure - I to Independent Auditor's Report

Statement of matters specified in Para 3 & 4 of the order referred to insub-section (11) of section 143

1) Fixed Assets

a) The company is maintaining proper records showing full particulars includingquantitative details and situation of fixed assets;

b) As per the information and explanation given to us all the fixed assets have beenphysically verified by the management at regular intervals which in our opinion isreasonable. According to the information and explanations given to us no materialdiscrepancies were noticed on such verification

c) The company have title deeds of immovable properties and the same are held in thename of the company.

2) Inventory

According to the information and explanations given to us inventory has beenphysically verified during the year by the management which in our opinion is reasonableand no material discrepancies were noticed.

3) Transactions with parties covered by register referred to in section 189

The Company has granted unsecured loan to a subsidiary company covered by the registermaintained under section 189 of the Companies Act 2013.

a) In our opinion the terms and conditions of grant of the loans are not prejudicialto the interest of the company.

b) According to the information and explanations given to us the schedule of repaymentof principal and payment of interest has been stipulated while granting such loans and therepayment/receipts are regular.

c) No amounts are overdue for more than 90 days.

4) Compliance with section 185 & 186 in respect of Loans and Investments

The company has not advanced loans given guarantees or security or made any investmentin contravention of section 185 and/or section 186 of the Companies Act 2013

5) Public Deposits

In our opinion and according to the information and explanations given to us thecompany has not accepted deposits from public and hence the provisions of sections 73 to76 or any other provisions of the Companies Act and the rules made there under are notapplicable to the company.

6) Maintenance of Cost Records

Maintenance of cost records specified by the Central Government under sub-section (1)of section 148 of the Companies Act 2013 is not applicable to the company

7) Statutory dues

a) The company has generally been regular in depositing Income-tax Goods & ServiceTax duty of customs cess and any other statutory dues to the appropriate authorities.Based on information and explanation given to us no undisputed amounts payable in respectof Income Tax Sales-tax Service Tax Customs Duty Excise Duty Value Added Tax Cessand any other statutory dues were outstanding as at 31st March 2019 for a period of morethan six months from the date they became payable.

b) According to the information and explanations given to us there are no dues ofIncome Tax Goods & Service Tax Customs Duty and Cess which have not been depositedby the Company.

8) Repayment of Loans

The company has not taken loans from any from financial institution bank orGovernment and has not issued debentures and therefore the question of default does notarise.

9) Raising of monies through Public Offer and/or Term Loans

The company has not raised monies by way of initial public offer or further publicoffer (including debt instruments) during the relevant financial year. Also the companyhas not taken any term loans during the relevant financial year.

10) Frauds

According to the information and explanations given to us no fraud by the company orany fraud on the Company by its officers or employees has been noticed or reported duringthe year

11) Managerial Remuneration

According to the information and explanations provided to us the total Managerialremuneration paid/ provided by the Company is within the overall maximum limit asspecified section 197 read with Schedule V to the Companies Act 2013 and accordinglyrequirements as to obtaining requisite approval under this section does not arise

12) Compliance with Net Owned Funds Ratio & unencumbered term deposits

The company is not a Nidhi company and hence the provisions para 3(xii) of the Orderreferred to in Companies (Auditor's Report) Order 2016 issued by the Central Governmentof India in terms of sub-section (11) of Section 143 of the Act does not apply to thecompany

13) Transaction with Related Parties

There were no transactions as referred to in section 188 entered into with relatedparties during the relevant financial year.

14) Preferential Allotment or Private Placement

The company has not made any preferential allotment or private placement of shares orfully or partly convertible debentures during the year under review as referred to insection 42 of the Companies Act 2013

15) Non-cash transactions

The company has not entered into any non-cash transactions with directors or personsconnected with them as referred to in section 192 of the Companies Act 2013

16) Registration with Reserve Bank of India

The company is not carrying any activities which require registration under section45-IA of the Reserve Bank of India Act 1934

Place: Chennai P. B. Vijayaraghavan & Co.
Date: May 24 2019 Chartered Accountants
FRN: 004721S
P. B. Srinivasan
Partner
M. No. 203774

Annexure - II to Independent Auditor's Report

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

We have audited the internal financial controls over financial reporting of S V GlobalMill Limited ("the Company") as of March 31 2019 in conjunction with our auditof the standalone 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. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Companies Act 2013 to the 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 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 standalone financial statements whether due to fraud orerror.

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 the standalone 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 standalonefinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance withauthorisations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorised acquisition use ordisposition of the company's assets that could have a material effect on the standalonefinancial 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 2019 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

Place: Chennai P. B. Vijayaraghavan & Co.
Date: May 24 2019 Chartered Accountants
FRN: 004721S
P. B. Srinivasan
Partner
M. No. 203774