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Shalby Ltd.

BSE: 540797 Sector: Health care
NSE: SHALBY ISIN Code: INE597J01018
BSE 15:41 | 19 Aug 82.50 1.80
(2.23%)
OPEN

81.00

HIGH

84.75

LOW

80.95

NSE 15:47 | 19 Aug 82.85 2.50
(3.11%)
OPEN

80.55

HIGH

84.80

LOW

80.10

OPEN 81.00
PREVIOUS CLOSE 80.70
VOLUME 1759
52-Week high 177.60
52-Week low 76.00
P/E 20.42
Mkt Cap.(Rs cr) 891
Buy Price 81.50
Buy Qty 30.00
Sell Price 86.00
Sell Qty 2.00
OPEN 81.00
CLOSE 80.70
VOLUME 1759
52-Week high 177.60
52-Week low 76.00
P/E 20.42
Mkt Cap.(Rs cr) 891
Buy Price 81.50
Buy Qty 30.00
Sell Price 86.00
Sell Qty 2.00

Shalby Ltd. (SHALBY) - Auditors Report

Company auditors report

To

The Members SHALBY LIMITED Ahmedabad.

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of SHALBYLIMITED ("the Company") which comprise the Balance Sheet as at March 31 2018the Statement of profit and Loss (including other comprehensive income) the Statement ofCash Flows and the Statement of Change in Equity for the year then ended and a summary ofsignificant accounting policies and other explanatory information (hereinafter referred toas `Ind AS financial statements').

Management's Responsibility for the Standalone Ind AS 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 preparationand presentation of these standalone Ind AS financial statements that give a true and fairview of the financial position financial performance including other comprehensiveincome cash flows and changes in equity of the Company in accordance with the accountingprinciples generally accepted in India including the Indian Accounting Standards (Ind AS)prescribed under Section 133 of the Act read with relevant Rules issued thereunder.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provision 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 standalone IndAS financial 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 standalone Ind AS financialstatements based 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 standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the standalone Ind AS financial statements. The procedures selected dependon the auditor's judgment including the assessment of the risks of material misstatementof the standalone Ind AS financial statements whether due to fraud or error. In makingthose risk assessments the auditor considers internal financial control relevant to theCompany's preparation of the standalone Ind AS financial statements that give true andfair view in order to design audit procedures that are appropriate in the circumstances.An audit also includes evaluating the appropriateness of accounting policies used and thereasonableness of the accounting estimates made by Company's Directors as well asevaluating the overall presentation of the standalone 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 standalone Ind AS financial statements

Opinion

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 including Ind AS of thefinancial position of the company as at March 31 2018 and its financial performanceincluding other comprehensive income its cash flows and the changes in equity for theyear 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 sub section (11) of section 143 ofthe Act we give in the "Annexure – A" a statement on the mattersspecified in paragraphs 3 and 4 of the Order.

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 appears from our examination of those books.

(c) The Balance Sheet the Statement of profit and Loss the Statement of Cash Flowsand Statement of Changes in Equity dealt with by this Report are in agreement with thebooks of account.

(d) In our opinion the aforesaid standalone Ind AS financial statements comply withthe Accounting Standards specified under Section 133 of the Act read with Rules issuedthereunder.

(e) On the basis of written representations received from the directors as on March 312018 taken on record by the Board of Directors none of the directors is disqualified ason March 31 2018 from being appointed as a director in terms of Section 164(2) of theAct.

(f) With respect to the adequacy of the internal financial controls 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 Ind AS financial statements - Refer Note 38 to the standaloneInd AS financial statements.

(ii) The Company did not have any long-term contracts including derivatives contractsfor which 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.

FOR G. K. CHOKSI & CO.
[Firm Registration No. 101895W]
Chartered Accountants
J. D. PATEL
Place : Ahmedabad Partner
Date : May 7 2018 Mem. No. 32780

Annexure - A to the Independent Auditors' Report of even date on Standalone Ind ASFinancial Statements of SHALBY LIMITED

(i) (a) In our opinion and according to information and explanation given to us theCompany has maintained proper records showing full particulars including quantitativedetails and situation of its fixed assets.

(b) The fixed assets of the Company are physically veri_ed by the management accordingto phased program designed to cover all the items once in period of three years which inour opinion is reasonable having regard to the size of the Company and nature of itsassets. Pursuant to program a physical verification of buildings and vehicles werecarried out during the year by the management and no material discrepancies between thebook records and physically inventory have been noticed.

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company provided to us the title deeds of immovableproperties are held in the name of the Company except freehold land and leasehold landaggregate amounting to Rs 719.63 million acquired pursuant to schemes of amalgamation inthe nature of merger which is pending for registration in the name of the Company. Furtheras per information and explanations given to us all the existing buildings of the Companyare either constructed on freehold / leasehold land or acquired pursuant to scheme ofamalgamation in the nature of merger.

(ii) According to information and explanation given to us the Management of theCompany has conducted physical verification of inventory at the year end and no materialdiscrepancies were noticed on such physical verification during the year.

(iii) The Company has not granted any secured / unsecured loan to any parties coveredin the register maintained under section 189 of the Companies Act 2013. Accordingly theprovisions of Clause 3(iii) of the Order are not applicable to the Company.

(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 loans investments guarantees and securities.

(v) According to information and explanations given to us the Company has not acceptedany deposits as defined in The Companies (Acceptance of Deposits) Rules 2014. Accordinglythe provisions of Clause 3(v) of the Order are not applicable to the Company.

(vi) We have broadly reviewed the cost records maintained by the Company pursuant torules made by the Central Government. We are of the opinion that prima facie theprescribed accounts and records have been maintained and being made. We have not howevermade a detailed examination of these records with a view to determine whether they areaccurate or complete.

(vii) (a) According to the information given to us the Company is generally regular indepositing with appropriate authorities undisputed statutory dues and Company had noarrears of such outstanding statutory dues as at March 31 2018 for a period more than sixmonths from the date they became payable.

(b) According to the information and explanations given to us the company has nodisputed outstanding statutory dues as at March 31 2018 other than stated below:

Name of the Statute Nature of the Dues Disputed Amount ` in Million Period to which the amount relates Forum where dispute is pending Remarks
Sales Tax Demand Notice issued by Sales Tax Department 52.61 F. Y. 2009-10 Assistant Commissioner of Sales Tax Against the disputed liability as per the management representation and the expert advice obtained by company the contingent liability is Rs 5.42 million
Sales Tax Demand Notice issued by Sales Tax Department 63.13 F. Y. 2010-11 Assistant Commissioner of Sales Tax Against the disputed liability as per the management representation and the expert advice obtained by company the contingent liability is Rs 2.02 million.
Sales Tax Demand Notice issued by Sales Tax Department 74.91 F. Y. 2011-12 Assistant Commissioner of Sales Tax Against the disputed liability as per the management representation and the expert advice obtained by company the contingent liability is Rs 1.82 million.
Sales Tax Demand Notice issued by Sales Tax Department 91.9 F. Y. 2012-13 Assistant Commissioner of Sales Tax Against the disputed liability as per the management representation and the expert advice obtained by company the contingent liability is Rs 1.96 million.
Sales Tax Demand Notice issued by Sales Tax Department 101.26 F. Y. 2013-14 Assistant Commissioner of Sales Tax Against the disputed liability as per the management representation and the expert advice obtained by company the contingent liability is Rs 2.94 million.
Tax Deducted at Sources Demand Notice issued by Tax Department 105.88 A. Y. 2014-15 CIT (A) Against the disputed liability as per the management representation the contingent liability is Rs 2.63 million (including interest )

(viii) According to the information and explanations given to us the Company has notdefaulted in the repayment of loans and borrowings to financial institutions banksgovernment or dues to debenture holders during the year.

(ix) The Company has raised moneys by way of initial public offer during the year. Thesame have been applied for the purposes for which they have been obtained.

(x) According to the information and explanations given to us no fraud by company orany fraud on the company by its officers and employees have been noticed or reportedduring the year.

(xi) According to the information and explanations give to us the Company has notpaid/provided for managerial remuneration during the year. Accordingly the provisions ofClause 3(xi) of the Order are not applicable to the Company.

(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 by the managementtransactions with the related parties are in compliance with section 177 and 188 of actwhere applicable and the details have been disclosed in the notes to the financialstatements as required by the applicable accounting standards.

(xiv) According to the information and explanations give to us and based on examinationof records of the Company provided to us during the current financial year the Companyhas made preferential allotment / private placement of fully paid equity shares and thefund so raised have been used for the purposes for which they were raised.

(xv) According to the information and explanations given to us the Company has notentered into non-cash transactions with directors or persons connected with 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 G. K. CHOKSI & CO.
[Firm Registration No. 101895W]
Chartered Accountants
J. D. PATEL
Place : Ahmedabad Partner
Date : May 7 2018 Mem. No. 32780

Annexure - B to the Independent Auditors' Report of even date on the Standalone Ind ASFinancial Statements of SHALBY LIMITED

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 SHALBY LIMITED("the Company") as of March 31 2018 in conjunction with our audit of thestandalone Ind AS 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.

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 judgment including the assessment of the risks ofmaterial misstatement of the standalone Ind AS financial statements whether due to fraudor 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 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 G. K. CHOKSI & CO.
[Firm Registration No. 101895W]
Chartered Accountants
J. D. PATEL
Place : Ahmedabad Partner
Date : May 7 2018 Mem. No. 32780