To the Members of Shiva Mills Limited
1. Report on the Financial Statements
We have audited the accompanying Ind AS nancial statements of ShivaMills Limited (the Company) which comprise the Balance Sheet as at 31stMarch 2018 the Statement of Pro t and Loss (including Other Comprehensive Income) theCash Flow Statement and the Statement of Changes in Equity for year then ended and asummary of signi cant accounting policies and other explanatory information.
2. Management's Responsibility for the Financial Statements
The Company's Board of Directors is responsible for the matters statedin Section 134(5) of the Companies Act 2013 (the Act) with respect to thepreparation of these Ind AS nancial statements that give a true and fair view of thenancial position and nancial performance including other comprehensive income cash owsand changes in equity of the Company in accordance with the accounting principlesgenerally accepted in India including the Indian Accounting Standards (Ind AS) prescribedunder Section 133 of the Act.
This responsibility also includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalnancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe Ind AS
nancial statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.
3. Auditor's Responsibility
Our responsibility is to express an opinion on these Ind AS nancialstatements based on our audit. We have taken into account the provisions of the Act theaccounting and auditing standards and matters which are required to be included in theaudit report under the provisions of the Act and the Rules made there under.
We conducted our audit in accordance with the Standards on Auditingspeci ed 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 nancial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence aboutthe amounts and the disclosures in the nancial statements. The procedures selected dependon the auditor's judgment including the assessment of the risks of material misstatementof the nancial statements whether due to fraud or error. In making those riskassessments the auditor considers internal nancial control relevant to the
Company's preparation of the nancial statements that give a true andfair view in order to design audit procedures that are appropriate in the circumstances.An audit also includes evaluating the appropriateness of the accounting policies used andthe reasonableness of the accounting estimates made by the Company's Directors as well asevaluating the overall presentation of the Ind AS nancial statements.
We believe that the audit evidence we have obtained is suf cient andappropriate to provide a basis for our audit opinion on the Ind AS nancial statements.
In our opinion and to the best of our information and according to theexplanations given to us the aforesaid Ind AS nancial 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 state of affairs of theCompany as at 31st March 2018 and its Pro t total comprehensive income its cash owsand the changes in equity for the year ended on that date.
5. 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 of the Act we give in the Annexure - A a statement on the mattersspeci ed in paragraphs 3 and 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 explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit.
(b) In our opinion proper books of account as required by law havebeen kept by the Company so far as it appears from our examination of those books.
(c) The Balance Sheet the Statement of Pro t and Loss and the CashFlow Statement dealt with by this Report are in agreement with the books of account.
(d) In our opinion the aforesaid nancial statements comply with theAccounting Standards speci ed under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014.
(e) On the basis of the written representations received from thedirectors as on 31st March 2018 taken on record by the Board of Directors none of thedirectors is disquali ed as on 31st March 2018 from being appointed as a director interms of Section 164 (2) of the Act.
(f) With respect to the adequacy of the internal nancial controls overnancial reporting of the Company and the operating effectiveness of such controls referto our separate report in Annexure - B.
(Formerly STYL TEXTILE VENTURES LIMITED)
(g) With respect to the other matters to be included in the Auditor'sReport in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 inour opinion and to the best of our information and according to the explanations given tous:
i. The Company does not have any pending litigations which would impactits nancial position.
ii. The Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses.
iii. There were no amounts which were required to be transferred to theInvestor Education and Protection Fund by the Company. for VKS Aiyer & Co CharteredAccountants ICAI Firm Regn No.000066S
V S Srinivasan
Partner M No.013729
Place : Coimbatore Date : 28th May 2018
ANNEXURE - A TO INDEPENDENT AUDITORS' REPORT
(Referred to in Paragraph 1 under the heading of Report on OtherLegal and Regulatory Requirements of our report of even date)
1. In respect of Fixed Assets: a) The Company has maintained properrecords showing full particulars including quantitative details and situation of xedassets on the basis of available information. b) As explained to us the xed assets havebeen physically veri ed by the management in a phased periodical manner which in ouropinion is reasonable having regard to the size of the company and nature of its assets.No material discrepancies were noticed on such physical veri cation. c) According to theinformation and explanations given to us and on the basis of our examination of therecords of the Company the title deeds of immovable properties are held in the name ofCompany.
2. In respect of inventories:
As explained to us inventories have been physically veri ed by themanagement at reasonable intervals during the year. No material discrepancies were noticedon such physical veri cation.
3. In respect of Loans and Advances Granted:
The Company has not granted any loans secured or unsecured tocompanies rms LLP's or other parties covered in the register maintained under Section189 of the Act.
4. In respect of Loans Investments Guarantees & Security:
The Company has not granted any loan nor provided any guarantee /security. Also the Company has not made any investment to which the provisions of Sections185 and 186 of the Act apply.
5. In Respect of Deposits accepted:
According to the information and explanations given to us the Companyhas not accepted any deposit. Therefore paragraph 3 (v) of the Order is not applicable tothe Company.
6. In respect of Cost Records:
The Central Government has prescribed maintenance of Cost Records underSection 148 (1) of the Companies Act 2013. We have broadly reviewed the accounts andrecords of the Company in this connection and are of the opinion that prima facie theprescribed accounts and records have been made and maintained. We have not however made adetailed examination of the same.
7. In respect of statutory dues: a) According to the recordsof the Company undisputed statutory dues including Provident Fund Employees' StateInsurance Income Tax Sales Tax Service Tax Goods and Service Tax Duty of CustomsDuty of Excise Value Added Tax Cess and other statutory dues have been generallyregularly deposited with the appropriate authorities. According to the information andexplanations given to us no undisputed amounts payable in respect of the aforesaid dueswere outstanding as at the end of the year for a period of more than six months from thedate of becoming payable. b) According to the records of the Company there are no dues ofIncome Tax Sales Tax Service Tax Goods and Service Tax Duty of Customs Duty ofExcise Value Added Tax and Cess which have not been deposited by the Company on accountof any dispute.
8. Default in Repayment of Loans:
Based on our audit procedures and according to the information andexplanation given to us we are of the opinion that the Company has not defaulted inrepayment of dues to nancial institutions or banks; No borrowings were made from theGovernment or debenture holders.
9. In respect of Application of Funds:
The Company has not raised any moneys by way of Initial Public Offer /Further Public Offer during the Year. In our opinion the moneys raised by way of TermLoans during the year were applied for the purposes for which those are raised.
In our opinion and according to the information and explanations givento us no fraud by the Company or on the Company by its of cers or employees has beennoticed or reported during the year.
11. Managerial Remuneration:
Managerial Remuneration has been paid / provided in accordance with therequisite approvals mandated by S. 197 r/w. Schedule V to the Act.
12. In respect of Nidhi Companies:
In our opinion the Company is not a nidhi company. Thereforeparagraph 3 (xii) of the Order is not applicable to the Company.
13. In respect of Related Party Transactions:
According to the information and explanations given to us and based onour examination of the records of the Company the related party transactions entered intoby the Company during the year are in compliance with Section 188 of the Act and thedetails of such transactions have been disclosed in the nancial statements as required bythe accounting standards and the Act.
14. In respect of preferential allotment / private placement:
The Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the year. Thereforeparagraph 3 (xiv) of the Order is not applicable to the Company.
15. In respect of non-cash transactions with directors:
The Company has not entered into any non-cash transactions withdirectors or persons connected with him. Therefore paragraph 3 (xv) of the Order is notapplicable to the Company.
16. In respect of registration with RBI:
The Company is not required to be registered under Section 45-IA of theReserve Bank of India Act 1934.
for VKS Aiyer & Co Chartered Accountants ICAI Firm Regn No.000066S
V S Srinivasan
Partner M No.013729
Place : Coimbatore Date : 28th May 2018
ANNEXURE - B TO INDEPENDENT AUDITORS' REPORT
Report on the Internal Financial Controls under Clause
(i) of sub-section 3 of Section 143 of the Companies Act 2013(the Act)
We have audited the internal nancial controls over nancial reporting ofShiva Mills Limited (the Company) as of 31st March 2018 in conjunction withour audit of the nancial 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 andmaintaining internal nancial controls based on the internal control over nancial reportingcriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls over FinancialReporting issued by the Institute of Chartered Accountants of India (ICAI).These responsibilities include the design implementation and maintenance of adequateinternal nancial controls that were operating effectively for ensuring the orderly and efcient conduct of its business including adherence to company's policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable nancialinformation as required under the Companies Act 2013.
Our responsibility is to express an opinion on the Company's internalnancial controls over nancial reporting based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of Internal Financial Controls over FinancialReporting (the Guidance Note) and the Standards on Auditing issued by ICAIand deemed to be prescribed under Section 143(10) of the Companies Act 2013 to theextent applicable to an audit of internal nancial 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 nancial controls over nancial reporting was established and maintainedand if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal nancial controls system over nancial reporting and theiroperating effectiveness. Our audit of internal nancial controls over nancial reportingincluded obtaining an understanding of internal nancial controls over nancial 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 nancial statements whether due to fraud or error.
We believe that the audit evidence we have obtained is suf cient andappropriate to provide a basis for our audit opinion on the Company's internal nancialcontrols system over nancial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company's internal nancial control over nancial reporting is aprocess designed to provide reasonable assurance regarding the reliability of nancialreporting and the preparation of nancial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal nancial control overnancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly re ect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of nancialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the company are being made only in accordance with authorizations ofmanagement 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 a material effect on the nancial statements.
Inherent Limitations of Internal Financial Controls over FinancialReporting
Because of the inherent limitations of internal nancial controls overnancial reporting including the possibility of collusion or improper management overrideof controls material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal nancial controls over nancialreporting to future periods are subject to the risk that the internal nancial control overnancial reporting may become inadequate because of changes in conditions or that thedegree of compliance with the policies or procedures may deteriorate.
In our opinion the Company has in all material respects an adequateinternal nancial controls system over nancial reporting and such internal nancial controlsover nancial reporting were operating effectively as at 31st March 2018 based on theinternal control over nancial 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 VKS Aiyer & Co
ICAI Firm Regn No.000066S
V S Srinivasan
Place : Coimbatore Date : 28th May 2018