The Members of
Solid Containers Limited
Report on the Audit of Financial Statements
We have audited the financialstatements of Solid Containers Limited ("theCompany") which comprise the Balance Sheet as at 31st March 2019 and the Statementof Profit and Loss (including Other Comprehensive Income) Statement of changes in equityand Statement of Cash Flows for the year then ended and notes to the financialstatements including a summary of significant policies and other explanatory information.
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by the Actin the manner so required and give a true and fair view in conformity with the IndianAccounting Standards prescribed under section 133 of the act read with the Companies(Indian Accounting Standards) Rules 2015 as amended ("Ind AS") and theaccounting principles generally accepted in India of the state of affairs of the Companyas at March 31 2019 and loss total comprehensive income the changes in equity and itscash flows for the year ended on that date.
Basis for Qualified Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Companies Act2013. Our responsibilities under thoseStandards are further described in the Auditor's responsibilities for the audit of theFinancial Statements section of our report. We are independent of the Company inaccordance 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 thefinancial statements under the provisions of the Companies Act 2013 and the Rulesthereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the ICAI's Code of Ethics. We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our opinion on thefinancial statements.
Attention is drawn to the note 17.3 of the financial statements regarding the Companyis not carrying out any manufacturing operations and has incurred substantial accumulatedlosses and consequently the net worth of the Company has been fully eroded. The matterreviewed internally and the management is of the views that the accumulated losses aremainly because of closure of commercial operation for years because of various reasonsincluding unfavorable market conditions and others reasons. However the Management isexploring possible steps in this respect and hopeful for revival measures and appropriateresources.
In our opinion and to the best of our information and according to the explanationsgiven to us except for the possible effects of the matter described in the Basis forQualified Opinion paragraph the aforesaid 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 of the state affairs of theCompany as at March 31 2019 its Loss and its Cash Flows for the year ended on that date.
Key Audit Matters
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 these matters. Wehave determined the matters described below to be the key audit matters to be communicatedin our report.
|The Key Audit Matter ||How was the matters addressed in our audit |
|Amalgamation of a Related Company (as described in note 17(4) of the Ind AS financial statements) |
|The National Company Law Tribunal Mumbai Bench ("NCLT") vide its order dated 8th February 2019 have sanctioned the Scheme of Amalgamation of a Related company. ||We have obtained an understanding of the guidelines as specified in Ind AS 103 "Business Combinations" various regulatory updates and the Company's internal instructions and procedures in respect of the Amalgamation adopted the suitable audit procedures: |
| || Evaluation and testing of internal control mechanism |
| || Verification and review of documentations |
| || Tested the Accounting adjustments |
| || Tested the disclosures prescribed |
Responsibilities of 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 ofthese Ind AS financial statements that give a true and fair view of the financialposition financial performance (Change 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 provision ofthe Act for safeguarding the assets of the Company and for preventing and detecting fraudsand other irregularities; selection and application of appropriate accounting policies;making judgments and estimates that are reasonable and prudent; and design implementationand maintenance of adequate internal financial controls that were operating effectivelyfor ensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statements that give a true and fair viewand are free from material misstatement whether due to fraud or error.
In preparing the financial statements management is responsible for assessing theCompany's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so.
The Board of Directors are also responsible for overseeing the company's financialreporting process.
Auditors' Responsibilities for the Audit of the Financial Statements:
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 financial statements.
Report on Other Legal and Regulatory Requirements:
I. 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) Except for the effects of the matter described in the Basis for QualifiedOpinion paragraph above In our opinion proper books of account as required by lawhave been kept by the Company 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 Cash Flows and the Statement of Changes in Equity dealt with bythis Report are in agreement with the books of account.
(d) Except for the effects of the matter described in the Basis for QualifiedOpinion paragraph above in our opinion the aforesaid financial statements complywith the Ind AS specified under Section 133 of the Act.
(e) Except for the effects of the matter described in the Basis for QualifiedOpinion paragraph above in our opinion may have an adverse impact on the functioningof the Company.
(f) On the basis of written representations received from the directors as on 31 March2019 taken on record by the Board of Directors none of the directors is disqualified ason 31 March 2019 from being appointed as a director in terms of Section 164(2) of theAct.
(g) With respect to the adequacy of 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.
(h) 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 explanations given to us theremuneration paid by the Company to its directors during the year is in accordance withthe provisions of section 197 of the Act.
(i) 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 financial statements.
ii. The Company did not have any long-term contracts including derivatives contractsfor which there were any material foreseeable losses.
iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company.
II. 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 the "Annexure B" a statement on the matters specified in paragraphs 3 and 4of the Order to the extent applicable.
For J Singh & Associates
(Firm Reg. No: 110266W)
CA. S. P. Dixit
(Membership No.: 041179).
Dated: 29th May 2019
Annexure "A" to the Independent Auditors' Report
(Referred to in paragraph (I)(f) under Report on Other Legal and RegulatoryRequirements' section of our report of even date)
Report on the Internal Financials 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 SolidContainers Limited ("the Company") as of 31st March 2019 in conjunction withour audit of the Ind AS financial statements of the Company for the year ended on thatdate.
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 the 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 financialinformation as required under the Companies Act 2013.
Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting of the Company based on our audit. We conducted ouraudit in accordance with the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting (the "Guidance Note") issued by the Institute of CharteredAccountants of India and the Standards on Auditing prescribed under Section 143(10) of theCompanies Act 2013 to the extent applicable to an audit of internal financial controls.Those Standards and the Guidance Note require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting were established and maintained and if suchcontrols operated effectively in all material respects. Our audit involves performingprocedures to obtain audit evidence about the adequacy of the internal financial controlssystem over financial reporting and their operating effectiveness. Our audit of internalfinancial controls over financial reporting included obtaining an understanding ofinternal financial controls over financial reporting assessing the risk that a materialweakness exists and testing and evaluating the design and operating effectiveness ofinternal control based on the assessed risk. The procedures selected depend on theauditors' judgment including the assessment of the risks of material misstatement of thefinancial 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 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 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 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.
In our opinion to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at 31st March 2019 based on the criteria forinternal financial controls over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls over Financial Reporting issued by the Institute ofChartered Accountants of India.
For J Singh & Associates
(Firm Reg. No: 110266W)
CA. S. P. Dixit
(Membership No.: 041179).
Dated: 29th May 2019
Annexure "B" to the Independent Auditors' Report
The Annexure referred to in paragraph (II) under Report on Other Legal andRegulatory Requirements' section of our report of even date)
1) 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 assets bywhich all fixed assets are verified in a phased manner over a period of three years. Inour opinion this periodicity of physical verification is reasonable having regard to sizeof the Company and the nature of its assets. Pursuant to the program certain fixed assetswere physically verified by the Management during the year. According to the informationand explanations given to us no material discrepancies were noticed on such verification.
c) According to the information and explanations given to us and the records examinedby us including registered title deeds we report that the title deeds comprising allthe immovable properties of the Company are held in the name of the Company.
2) The nature of business of the Company does not require it to have any inventory.Hence the requirement of clause (ii) of paragraph 3 of the said Order is not applicableto the Company.
3) The Company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013.
4) In our opinion and according to information and explanations given to us theCompany has complied with provisions of Section 185 and 186 of the Act in respect of grantof loans making investments and providing guarantees and securities as applicable.
5) 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 framed thereunder. Accordingly paragraph 3(v) of the Order is not applicable to the Company.
6) It has been explained to us that the maintenance of cost records has not beenprescribed under section 148(1) of the Act.
7) According to the information and explanations given to us in respect of statutorydues:
(a) Undisputed statutory dues including Provident Fund Employees' State InsuranceIncome-tax Sales-tax Service Tax Customs Duty Excise Duty Value Added Tax Goods andService Tax Cess and other statutory dues as applicable have generally been regularlydeposited with the appropriate authorities. There are no undisputed amounts payable inrespect of aforesaid dues outstanding as at 31st March 2019 for a period of more than sixmonths from the date of they became payable except income tax deducted at source ofamounting to Rs. 1602314. However the said amount has been paid subsequent to the yearend.
(b) There are no dues of Sales-tax Duty of Excise duty of Custom Value Added TaxGoods and Service Tax which has not been deposited on account of any dispute exceptinterest accrued on loan taken from Government of Maharashtra of Rs. 50.88 lakhs isoverdue as at 31st March 2019. Management has informed us that the Company's request forinterest waiver is being considered by appropriate department/authority. The disputed duesof income tax which have not been deposited are as under:
|Name of the statute ||Nature of dues ||Period to which the amount relates ||Forum where dispute is pending ||Amt. in Rs. |
|The Income Tax Act 1961 ||Income Tax ||F.Y. 2002-03 ||Assistant Commissioner of Income Tax ||1075551 |
| || ||F.Y. 2007-08 ||Commissioner of Income ||481920 |
| || ||F.Y. 2008-09 ||Tax (Appeals) Mumbai ||376450 |
8) The Company has not taken any loan from bank/ financial institution/ Government orissued debentures during the year.
9) In our opinion and according to the information and explanations given to us theCompany has not raised money by way of initial public offer or further public offer(including debt instruments) or term loans and hence reporting under clause (ix) of theOrder is not applicable.
10) During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyinstance of material fraud by the Company or on the company by its officers/ employeesnoticed or reported during the year nor have been informed of any such instance by theManagement.
11) According to information and explanations given to us and as per the records of theCompany the company has paid/provided for managerial remuneration in accordance with therequisite approvals mandate by the provisions of Section 197 read with Schedule V to theAct.
12) According to the information and explanations given to us the Company is not aNidhi Company as prescribed under section 406 of the Act. Accordingly reporting underclause (xii) of the Order is not applicable to the Company.
13) According to the information and explanations given to us all transactions withthe related parties are in compliance with section 177 and 188 of Companies Act 2013where applicable and the details have been disclosed in the Financial Statements asrequired by the applicable Indian Accounting Standards.
14) During the year the Company has not made any preferential Allotment or any privateplacement of shares or fully or partly convertible debentures and hence compliance withsection 42 of the Companies Act 2013 is not applicable to the Company during the year.
15) The Company has not entered into any non-cash transactions with directors orpersons connected with him and hence provisions of section 192 of the Companies Act 2013are not applicable to the Company during the year.
16) The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934 accordingly the provisions of Clause 3(xvi) of the Order are notapplicable to the Company.
For J Singh & Associates
(Firm Reg. No: 110266W)
CA. S. P. Dixit
(Membership No.: 041179).
Dated: 29th May 2019.