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Senbo Industries Ltd.

BSE: 532021 Sector: Health care
NSE: N.A. ISIN Code: INE792C01010
BSE 00:00 | 16 Nov Senbo Industries Ltd
NSE 05:30 | 01 Jan Senbo Industries Ltd
OPEN 7.00
PREVIOUS CLOSE 7.00
VOLUME 1
52-Week high 7.14
52-Week low 6.10
P/E
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 7.00
CLOSE 7.00
VOLUME 1
52-Week high 7.14
52-Week low 6.10
P/E
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Senbo Industries Ltd. (SENBOINDS) - Auditors Report

Company auditors report

To the Members of

Senbo Industries Limited

Kolkata

Report on Financial Statements

We have audited the accompanying Ind AS financial statements of Senbo IndustriesLimited ("The Company") which comprise the Balance Sheet as at March 312018 the Statement of Profit and Loss (including Other Comprehensive Income) the CashFlow Statement and the Statement of Changes in Equity for the year then ended and asummary of Significant accounting policies and other explanatory information.

Management's Responsibility for the 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 Ind AS 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 accounting principles generallyaccepted in India including the Indian Accounting Standards (Ind AS) specified undersection 133 of the Act. read with Rule 7 of the Companies (Accounts) Rules 2014 and theCompanies (Indian Accounting Standards) Rules 2015 as amended.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding of the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and the design implementation and maintenance of adequateinternal financial control that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe Ind AS financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these Ind AS financial statements basedon 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 of the Ind AS financial statements in accordance with theStandards on Auditing issued by the Institute of Chartered Accountants of India asspecified under Section 143(10) of the Act. Those Standards require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor'sjudgment including the assessment of the risks of material misstatement of the Ind ASfinancial statements whether due to fraud or error. In making those risk assessments theauditor considers internal financial control relevant to the Company's preparation of theInd AS financial statements that give a true and fair view in order to design auditprocedures that are appropriate in the circumstances. An audit also includes evaluatingthe appropriateness of accounting policies used and the reasonableness of the accountingestimates made by the Company's Directors as well as evaluating the overall presentationof the Ind AS financial statements.

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

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the Ind AS aforesaid standalone financial statements subject to

Note: 15 regarding loan convert into cumulative redeemable preference Share.
Note: 16 on non-receipt of Party confirmations regarding Sundry Creditors Rs. 63.59 lakhs.
Note: 17 regarding Liabilities written back Municipality Tax Khajna and reduction in rental income with retrospective effect from 1st April 2016.
Note: 21 Regarding sharing of expenses with a group company resulting in reduction in expenditure with retrospective effect from 1st April 2016.
Note: 5e an investment property of the Company at Sonarpur has remained mortgaged as collateral security with a bank to secure the credit facilities of Senbo Engineering Ltd. a group company which had earlier provided substantial loans to the Company. However the said credit facilities taken from Oriental Bank of Commerce by Senbo Engineering Limited have turned into Non Performing Asset on 31st January 2018.

Read together with other notes therein give the information required by the Act in themanner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as at March31 2018 its loss including other comprehensive income its cash flows and the changes inequity for the year ended on that date.

Other Matters

The comparative financial information of the Company for the year ended March 31 2017and the transition date opening balance sheet as at April 1 2016 prepared in accordancewith Ind AS included in these Ind AS financial statements have been audited by thepredecessor auditor who had audited the financial statements for the relevant periods. Thereport of the predecessor auditor on the comparative financial information and the openingbalance sheet dated May 30th 2017 and 2016 respectively expressed a modified opinion onthose financial statements and have been restated to comply with Ind AS adjustments madeto the previously issued said financial information prepared in accordance with theCompanies (Accounting Standards) Rules 2006 to comply with Ind AS have been audited byus.

Our opinion on the Ind AS financial statements is not modified in respect of thismatter.

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 "Annexure A" a Statement on the matters specified in Paragraphs 3& 4 of the Order 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 purpose of our audit;

b. In our opinion proper books of account as required by law have been kept by theCompany so far as appears from our examination of those books.

c. The Balance Sheet the Statement of Profit & Loss including Other ComprehensiveIncome the Cash Flow Statement dealt and Statement of Changes in Equity dealt with bythis Report are in agreement with the books of account.

d. In our opinion the aforesaid IND AS financial statements comply with the IndianAccounting Standard (Ind AS) prescribed under section 133 of the Act;

e. On the basis of the written representations received from the Directors as on March31 2018 taken on record by the Board of Directors none of the Directors is disqualifiedas on March 31 2018 from being appointed as a Director in terms Section 164(2) of theAct.

f. With respect to the adequacy of internal financial controls over financial reportingof the Company and the operating effectiveness of such controls refer to our separatereport 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 and certificate givento us:

i. The pending litigations of the Company would not have any impact on its financialposition.

ii. The Company did not have any long-term contract including derivative contract andas such no provision is required to be made for any likely material losses arising therefrom.

iii. The Company has never declared any dividend in its life time and therefore thereis no need to transfer any amount to the Investor Education and Protection Fund.

For Agrawal & Kothari
Chartered Accountants
(Firm's Regn. No 323424E)
Sumit Agrawal
Place: Kolkata Partner
Date: 30.05.2018 Membership No.: 058302

Companies (Auditor's Report) Order 2016

ANNEXURE "A" TO AUDITORS' REPORT

(Referred to in Paragraph 1 under the heading of

'Report on Other Legal & Regulatory Requirements' of our Report)

1. In respect of its Fixed Assets:

a. The Company has updated its Fixed Assets Register to show full particulars includingquantitative details and situation of Fixed Assets left after sale of substantial Part ofPlant & Machinery during earlier years.

b. According to the information and explanations given to us the Fixed Assets werephysically verified by the management and no material discrepancies were noticed.

c. According to the information and explanation given to us and on the basis of ourexamination of the records of the Company the title deeds of Immovable properties areheld in the name of the Company.

2. As explained to us the inventory has been physically verified by the management atthe year end. We understand that no material discrepancy was noticed during verification.

3. The Company has provided guarantee against loan taken by the a group company SenboEngineering Ltd the details of the same has been provided in the note- 5e to the financialstatement apart from that no loans to parties covered in the Register maintained undersection 189 of The Companies Act 2013 have been granted by the company.

4. 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 loans & investments made.

5. On the basis of documents examined & information received we understand thatthe Company has not accepted any deposits from the public in pursuance of sections 73 to76 or any other relevant provisions of the Act.

6. According to information and explanations given to us the Central Government hasnot prescribed maintenance of cost records u/s 148 (1) of the Act for any product of theCompany.

7. In respect of Statutory dues:

a. According to the records of the Company there were no outstanding undisputed duesover 6 months which remained unpaid as on 31st March 2018; except in respect of TDS Rs.28800/-.

b. According to the information and explanations given to us there were no disputedamounts payable in respect of income tax sales tax vat customs duty excise duty ordues payable to any other Statutory and/or Local Authority as at 31st March 2018.

8. As per records produced before us the Company has not defaulted in payment of duesto any Financial Institution Bank and Government or debentures holders.

9. As per records produced before us the Company has not raised any moneys by way ofany public offer or term loans during the year. Accordingly paragraph 3(ix) of the Orderis not applicable.

10. According to the information and explanation given to us no material fraud by thecompany or on the company by its officers or employees has been noticed or reported duringthe course of our audit.

11. According to the information and explanation given to us Managerial remunerationhas been paid / provided in accordance with the requisite approvals mandated by theprovisions of section 197 read with Schedule V to the Companies Act except ratificationof remuneration of one whole-time Director in the ensuing Annual General Meeting.

12. In our opinion and according to the information and explanations given to us theCompany is not a Nidhi Company. Accordingly paragraph 3 (VII) of the Order is notapplicable.

13. According to the information and explanation given to us all transactions with therelated parties are in compliance with Section 177 and 188 of the Companies Act 2013where applicable and the details have been disclosed in the Financial Statements etc asrequired by the applicable accounting standards.

14. 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 / private placement of shares or fully / partly convertible debentures duringthe year under review.

15. According to the information and explanation given to us and based on ourexamination of the records of the Company the Company has not entered into any non-cashtransactions with directors or persons connected with them. Accordingly paragraph 3 (XV)of the Order is not applicable.

16. The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934.

For Agrawal & Kothari
Chartered Accountants
(Firm's Regn. No 323424E)
Sumit Agrawal
Place: Kolkata Partner
Date: 30.05.2018 Membership No.: 058302

ANNEXURE "B" TO THE AUDITORS' REPORT

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

We have audited the internal financial controls over financial reporting of SenboIndustries Limited ("the Company") as of 31st March 2018 in conjunctionwith our audit of the standalone financial statements of the Company for the year ended onthat 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 ('ICAI'). 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 the Company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the 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 Controlsover Financial Reporting (The 'Guidance Note') and the Standards on Auditing issued byICAI and deemed to be prescribed under Section 143(10) of the Companies Act 2013 to theextent applicable to an audit of Internal Financial Controls both applicable to an auditof Internal Financial Controls and both issued by the Institute of Chartered Accountantsof India. 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 were established andmaintained and if such controls operated effectively in all materials respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal controls system over financial reporting and their operating effectiveness.Our audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the riskthat a material weakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The procedures selecteddepend on the auditors' judgment including the assessment of the risk of materialmisstatement 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 control systemover financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over reporting is a process designed to providereasonable assurance regarding the reliability of financial reporting and the preparationof financial statement for external purposes in accordance with generally acceptedaccounting principles. A company's internal financial control over financial reportingincludes those policies and procedures that (1) pertain to the maintenance of recordsthat in reasonable details 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 authorizations of theManagement 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 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. Alsoprojections of any evaluation of the internal financial controls over financial reportingto future periods are subject to the risk that the internal financial control overfinancial reporting may become inadequate because of changes in conditions or that thedegree 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 31st March2018 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.

For Agrawal & Kothari
Chartered Accountants
(Firm's Regn. No 323424E)
Place: Kolkata Sumit Agrawal
Date: 30.05.2018 Partner
Membership No.: 058302

Independent Auditors' Certificate on compliance with the conditions of CorporateGovernance

as per provisions of Chapter IV of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015

To

The Members of

Senbo Industries Limited

We Agrawal & Kothari Chartered Accountants the Statutory Auditors of SenboIndustries Limited ("the Company") have examined the compliance of conditionsof Corporate Governance by the Company for the year ended on 31 March 2018 as stipulatedin regulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and paras C and D ofSchedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015(the Listing Regulations).

Management's Responsibility

The compliance of conditions of Corporate Governance is the responsibility of theManagement. This responsibility includes the design implementation and maintenance ofinternal control and procedures to ensure compliance with the conditions of the CorporateGovernance stipulated in the Listing Regulations.

Auditor's Responsibility

Our responsibility is limited to examining the procedures and implementation thereofadopted by the Company for ensuring compliance with the conditions of the CorporateGovernance. It is neither an audit nor an expression of opinion on the financialstatements of the Company.

We have examined the books of account and other relevant records and documentsmaintained by the Company for the purposes of providing reasonable assurance on thecompliance with Corporate Governance requirements by the Company.

We have carried out an examination of the relevant records of the Company in accordancewith the Guidance Note on Certification of Corporate Governance issued by the Institute ofthe Chartered Accountants of India (the ICAI) the Standards on Auditing specified underSection 143(10) of the Companies Act 2013 in so far as applicable for the purpose of thiscertificate and as per the Guidance Note on Reports or Certificates for Special Purposesissued by the ICAI which requires that we comply with the ethical requirements of the Codeof Ethics issued by the ICAI.

We have complied with the relevant applicable requirements of the Standard on QualityControl (SQC) 1 Quality Control for Firms that Perform Audits and Reviews of HistoricalFinancial Information and Other Assurance and Related Services Engagements.

Opinion

Based on our examination of the relevant records and according to the information andexplanations provided to us and the representations provided by the Management we certifythat the Company has complied with the conditions of Corporate Governance as stipulated inregulations 17 to 27 and clauses (b) to (i) of regulation 46(2) and paras C and D ofSchedule V of the Listing Regulations during the year ended 31 March 2018.

We state that such compliance is neither an assurance as to the future viability of theCompany nor the efficiency or effectiveness with which the Management has conducted theaffairs of the Company.

For Agrawal & Kothari
Chartered Accountants
(Firm's Regn. No 323424E)
Sumit Agrawal
Place: Kolkata Partner
Date: 30.05.2018 Membership No.: 058302