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Siddheswari Garments Ltd.

BSE: 526877 Sector: Others
NSE: N.A. ISIN Code: INE797C01019
BSE 05:30 | 01 Jan Siddheswari Garments Ltd
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Siddheswari Garments Ltd. (SIDDHESGARMENT) - Auditors Report

Company auditors report

TO THE MEMBERS OF SIDDHESWARI GARMENTS LIMITED

Report on the IndAS Financial Statements

We have audited the accompanying Ind AS financial statements of SIDDHESWARI GARMENTSLTD ("the Company") which comprise the Balance Sheet as at 31st March 2019and the Statement of Profit and Loss (including Other Comprehensive Income) the Cash FlowStatement and the Statement of Changes in Equity for the year then ended and a summary ofthe significant accounting policies and other explanatory information.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid Ind AS 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 31st March 2019 and its profit total comprehensive income its cash flowsand the changes in equity for the year ended on that date.

Basis of Opinion

We conducted our audit in accordance with the standards on Auditing (SAs) specifiedunder section 143(10) of the Companies Act2013. We are independent of the Group inaccordance the Code of Ethics issued by the institute of Chartered Accountants of Indiaand we have fulfilled our other ethical responsibilities in accordance with the provisionsof the Companies Act 2013. We believe that the audit evidence we have obtained insufficient and appropriate to provide a basis for our opinion.

Key Audit Matter

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

This section of auditor's report intended to describe the matters communicated withthose charged with governance that the auditor has determined in the auditor'sprofessional judgement were of most significance in the audit of the financial statementsand the auditor has determined that there are no matters to report.

Information other than the financial statements and Auditor’s Report thereon.

The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Annual Report for exampleCorporate Overview key Highlights Board of Director's Report Report on CorporateGovernance Management Discussion & Analysis Report Business ResponsibilityReportetc.but does not include the financial statements and our auditor's report theron.

Our Opinion on the Financial statements does not cover the other information and we donot express any form of assurance conclusion thereon.

In connection with our audit of the financial statements our responsibility is to readthe other information and in doing so consider whether the other information ismaterially inconsistent with the financial statements or our knowledge obtained during thecourse of our audit or otherwise appears to be materially.

If based on the work we have performed we conclude that there is a materialmisstatement of this other information; we are required to report that fact. We havenothing to report in this regard.

Responsibilities of the Management and Those charged with Governance for the FinancialStatements.

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 oftheseInd AS financial statements that give a true and fair view

of the financial position financial performance including other comprehensive incomecash 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.

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 judgements 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 Ind ASfinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

Auditor's Responsibility

Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these annual financial statements.

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

Identify and assess the risks of material misstatement of the financial statementswhether due to fraud or error design and perform audit procedures responsive to thoserisks and obtain audit evidence that is sufficient and appropriate to provide a basis forour opinion. The risk of not detecting a material misstatement resulting from fraud ishigher than for one resulting from error as fraud may involve collusion forgery intentional omissions misrepresentations or the override of internal control.

Obtain an understanding of internal controls relevant to the audit in order to designaudit procedures that are appropriate in the circumstances but not for the purpose ofexpressing an opinion on whether the Company has in place an adequate internal financialcontrols system over financial reporting an the operating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimated and related disclosures made by management.

Conclude on the appropriateness of management's use of the going concern basis ofaccounting and based on the audit evidence obtained whether a material uncertainty exitsrelated to events or conditions that may cast significant doubt on the ability of thecompany to continue as a going concern. If we conclude that a material uncertainty exitswe are required to draw attention in our auditor's report to the related disclosures inthe financial statements or if such disclosures are inadequate to modify our opinion.Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However future events or conditions may cause the company to cease to continue asa going concern.

Evaluate the overall presentation structure and content of the financial statementsincluding the disclosures and whether the financial statements represent the underlyingtransactions and events in a manner that achieves fair presentation.

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 alsoprovide those charged with governance with as statement that we have complied withrelevant ethical requirements regarding independence and to communicate with them allrelationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards. From the matters communicated withthose charged with governance we determine those matters that were of most significancein the audit of the financial statements of the current period and are therefore the keyaudit matters. We describe there matters in our auditor's report unless law or regulationprecludes public disclosure about the matter or when in extremely rare circumstamceswedetermine

that a matter should not be communicated in our report because the adverse consequencesof doing so would reasonably be expected to outweigh the public interest benefits of suchcommunication.

Report on other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act based on our audit we report to theextent applicable 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 accounts 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 Cash Flow Statement and Statement of Changes in Equity dealt with by thisReport are in agreement with the relevant books of accounts.

d) In our opinion the aforesaid Ind AS financial statements comply with the IndianAccounting Standards prescribed under Section 133 of the Act read with relevant rulesissued thereunder.

e) On the basis of the written representations received from the Directors as on 31stMarch 2019 taken on record by the Board of Directors none of the Directors isdisqualified as on 31st March 2019 from being appointed as a director in terms of Section164(2) of the Act.

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 A". Our report expresses an unmodified opinion onthe adequacy and operating effectiveness of the Company's internal financial controls overfinancial reporting.

g) With respect to the other matters to be included in the Auditor's Report inaccordance with the requirements of Section 197(16) of the Act as amended:

In our opinion and to the best of our information and according to the explanationgiven to us the remuneration paid by the company to its directors during the year is inaccordance with the provision of Section 197 of the Act.

h) With respect to the other matters to be included in the Auditor's Report inaccordance with the Rule 11 of the Companies (Audit and Auditors) rules 2014as amendedin our opinion and to the best of our information and according to the explanations givento us:

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

ii. The Company has made provision as required under the applicable law or accountingstandards for material foreseeable losses on long term contracts including derivativecontracts.

iii. There has been no delay in transferring amounts which were required to betransferred to the Investor education and Protection Fund by the Company as on 31.03.2019.

2. 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 "Annexure B" a statement on the matters specified inparagraphs 3 and 4 of the Order to the extent applicable.

For JAIN PRADEEP & CO.
Chartered Accountants
FIRM Regn. No. : 315109E
Place : Kolkata (PRADEEP JAIN)
Proprietor
Dated : 30.05.2019 Membership No. 052264

Annexure "A" to the Independent Auditors’ Report

(Referred to in paragraph 1(f) under 'Report on Other Legal and RegulatoryRequirements' Section of our report of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act").

We have audited the internal financial controls over financial reporting of SIDDHESWARIGARMENTS LTD("the Company") as of 31st March 2019 in conjunction with our auditof the 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.

These responsibilities include the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct of its business including adherence to 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.

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") issued by the Institute of Chartered Accountants of Indiaand the Standards on Auditing prescribed under Section 143(10) of the Companies Act2013 to the extent applicable to an audit of internal financial controls. Those Standardsand the Guidance Note require that we comply with ethical requirements and plan andperform the audit to obtain reasonable assurance about whether adequate internal financialcontrols over financial reporting was established and maintained and if such controlsoperated 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 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 of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;

(2) Provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorizations of management and directors of the company; and

(3) Provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition use or disposition of the Company's assets that could have amaterial 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 financialcontrols over financial reporting to future periods are subject to the risk that theinternal financial control over financial reporting may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or proceduresmay 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 March 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 : Kolkata For JAIN PRADEEP & CO.
Dated : 30.05.2019 Chartered Accountants
FIRM Regn. No. : 315109E
(PRADEEP JAIN)
Proprietor
Membership No. 052264

Annexure ‘B’ to the Independent Auditors’ Report

(Referred to in paragraph 2 under ‘Report on Other Legal and RegulatoryRequirements’ section of our report of even date)

i. (a) The Company has maintained proper records showing full particulars includingquantitative

details and situation of fixed assets.

(b) The Company has a regular programme of physical verification of its fixed assetsbywhich all fixedassets are verified in a phased manner over a period of three years. Inaccordance with this programme certain fixed assets were verified during the year and nomaterial discrepancies were noticed on such verification. In our opinion thisperiodicityof physical verification is reasonable having regard to the size of the Companyand the nature of its assets.

ii. According to the information and explanations given to us the inventory has beenphysically verified during the year by the management. In our opinion no materialdiscrepancies were noticed on such physical verification.

iii. The Company has not granted any loans secured or unsecured to companies firmsLLP or other parties covered in the register maintained under Section 189 of the Act.Accordingly paragraph 3(iii) of the Order is not applicable to the Company.

iv. In our opinion and according to the information and explanations given to us thereare no loans guarantees and securities granted in respect of which provisions of Section185 and 186 of the Companies Act 2013 are applicable.

v. In our opinion and according to the information and explanations given to us theCompany has not accepted any deposit from the public in accordance with the provisions ofSections 73 to 76 or any other relevant provisions of the Act and the rules framedthereunder. Accordingly paragraph 3(v) of the Order is not applicable to the Company.

vi. We have broadly reviewed the cost records maintained by the Company pursuant to theCompanies (Cost Records and Audit) Rules 2014 as amended prescribed by the CentralGovernment under sub-section (1) of Section 148 of the Companies Act 2013 and are of theopinion that prima facie the prescribed cost records have been made and maintained.

vii. According to the information and explanations given to us in respect of statutorydues:

(a) The Company has generally been regular in depositing undisputed statutory duesincluding Provident Fund Employees’ State Insurance Income Tax Sales Tax ServiceTax Customs Duty Excise Duty Value Added Tax Goods and Service Tax Cess and otherstatutory dues to the appropriate authorities during the year.There were no undisputedamounts payable in respect of Provident Fund Employees’ State Insurance Income TaxSales Tax Service Tax Customs Duty Excise Duty Value Added Tax Goods and Service TaxCessand other statutory dues in arrears as at 31st March 2019 for a period of more thansix months from the date they became payable.

(b) Details of dues of income Tax which have not been deposited as on 31st March 2019on account of disputes are given below:

Sl. Nature of Statute Nature of Dues Period to Which it Pertain (Asst. Year) Demand Forum where the Dispute Pending Remarks
1. Income Tax Act Income

Tax

2009-10 494093.00 Commissioner

Appeal

In Respect of demand given Rs. 75000/- has been deposited as protest money.

viii. viii. In our opinion and according to the information and explanations given tous the Company has not defaulted during the year in repayment of loans or borrowings tofinancial institutions bankers and the government. The Company did not have anyoutstanding debentures during the year.

ix. The Company did not raise any money by way of initial public offer and furtherpublic offer (including debt instrument). To the best of our knowledge and belief andaccording to the information and explanations given to us term loans availed by thecompany were applied for the purpose for which the loans were obtained.

x. To the best of our knowledge and according to the information and explanations givento us no fraud by the Company and no fraud on the Company by its officers or employeeshas been noticed or reported during the year.

xi. According to the information and explanations given to us the company has paid/provided for managerial remunerations in accordance with the requisite approvals mandatedby the provisions of Sec 197 read with Schedule V to the Act.

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 Ind AS Financial Statements as required by theapplicable Indian Accounting Standards.

xiv. According to the information and explanations given to us and based on ourexamination of the records the company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the 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-cashtransactions with directors or persons connected with them.Accordingly paragraph 3 (xv)of the Order is not applicable.

xvi. According to information and explanations given to us the Company is not requiredto be registered under Section 45 IA of the Reserve Bank of India Act 1934.Accordinglyparagraph 3 (xvi) of the Order is not applicable.

Place : Kolkata For JAIN PRADEEP & CO.
Dated : 30.05.2019 Chartered Accountants
FIRM Regn. No. : 315109E
(PRADEEP JAIN)
Proprietor
Membership No. 052264

AUDITOR’S CERTIFICATE ON CORPORATE GOVERNANCE

To

The Members of Siddheswari Garments Limited.

We have examined the compliance of conditions of Corporate Governance by SiddheswariGarments Limited for the year ended on 31st March 2019 as stipulated in clause 49 of theListing Agreement of the said Company with stock exchange.

The compliance of conditions of Corporate Governance is the responsibility of themanagement. Our Examinations was limited to procedures and implementations thereofadopted by the Company for ensuring the compliance of the conditions of the CorporateGovernance. It is neither an audit nor an expression of opinion on the financialstatements of the Company.

In our opinion and to the best of our information and according to the explanationsgiven to us we certify that the Company has complied with the conditions of CorporateGovernance as stipulated in the above mentioned Listing Agreement.

We state that no investor grievance is pending for a period exceeding one month againstthe Company as per the records maintained by the Registrar of the Company.

We further state that such compliance is neither an assurance as to the futureviability of the Company nor the efficiency or effectiveness with which the management hasconducted the affairs of the company.

Place : Kolkata For JAIN PRADEEP & CO.
Dated : 30.05.2019 Chartered Accountants
FIRM Regn. No. : 315109E
(PRADEEP JAIN)
Proprietor
Membership No. 052264