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Uniroyal Industries Ltd.

BSE: 521226 Sector: Industrials
NSE: N.A. ISIN Code: INE980D01019
BSE 00:00 | 29 May 5.93 0.28
(4.96%)
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5.93

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5.93

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5.93

NSE 05:30 | 01 Jan Uniroyal Industries Ltd
OPEN 5.93
PREVIOUS CLOSE 5.65
VOLUME 1572
52-Week high 12.55
52-Week low 5.60
P/E 5.03
Mkt Cap.(Rs cr) 5
Buy Price 5.93
Buy Qty 500.00
Sell Price 7.40
Sell Qty 90.00
OPEN 5.93
CLOSE 5.65
VOLUME 1572
52-Week high 12.55
52-Week low 5.60
P/E 5.03
Mkt Cap.(Rs cr) 5
Buy Price 5.93
Buy Qty 500.00
Sell Price 7.40
Sell Qty 90.00

Uniroyal Industries Ltd. (UNIROYALIND) - Auditors Report

Company auditors report

To the Members of

Uniroyal Industries Limited

REPORT ON THE STANDALONE Ind-AS FINANCIAL STATEMENTS

OPINION

We have audited the accompanying Standalone Ind-AS financial statements of UniroyalIndustries Limited ("the Company") which comprise the StandaloneBalance Sheetas at 31st March 2019 the Standalonestatement of Profit and Loss (including OtherComprehensive Income)the Standalone Statement of Changes in Equity and the Standalonestatement of Cash Flow for the year then ended and a summary of significant accountingpolicies and other explanatory information.

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 Companies Act 2013 ("the Act") in the manner so required andgive a true and fair view in conformity with the Indian Accounting Standards prescribedunder section 133 of the Act read with the Companies (Indian Accounting Standards) Rules2015 as amended ("Ind AS") and other accounting principles generally acceptedin India of the state of affairs of the Company as at 31 March 2019 the profit and totalcomprehensive income changes in equity and its cash flows for the year ended on thatdate.

BASIS FOR OPINION

We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Our responsibilities under those Standards are furtherdescribed in the Auditor's responsibilities for the Audit of the Financial Statementssection of our report. We are independent of the Company in accordance with the Code ofEthics issued by the Institute of Chartered Accountants of India (ICAI) together with theindependence requirements that are relevant to our audit of the Standalone financialstatements under the provisions of the Act and the Rules made thereunder and we havefulfilled our other ethical responsibilities in accordance with these requirements and theICAI's Code of Ethics. We believe that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our audit opinion.

Key Audit matters

Key Audit Matters are those matters that in our professional judgement were of mostsignificance in our audit of the standalone Ind AS financial statements of the currentperiod. These matters were addressed in the context of our audit of the Standalone Ind ASfinancial statements as a whole and informing our opinion thereon and we do not providea separate opinion on these matters.

Litigations and contingencies: See note 4 to the financial statements:

The Key audit matter How the matter was addressed in our audit
• The company is exposed to a variety of different Central and state laws regulations and interpretations thereof. In this regulatory environment there is an inherent risk of litigations and claims. Our procedures included:
• Inquiring the status of significant known actual and potential litigation with the Company's in -house Legal Counsel and other senior management personal who have knowledge of these matters and critically assessing their responses.
• In the normal course of business provisions and contingent liability disclosures for litigations and claims may arise from direct and indirect tax proceedings legal proceedings including regulatory and other government/department proceedings as well as investigations by authorities and commercial claims.
• At 31 march 2019 the Company's contingent liabilities were Rs.62.00 lacs (31March 2018 : Rs.52.25) (refer note 4 to the financial statements) • Obtaining on a sample basis written responses from the Company's in-house legal counsel containing their views and conclusions on material exposures and any related litigation and considered the same in evaluating the appropriateness of the Company's provisions or disclosures on such matters.
• These estimates could change substantially over time as new facts emerge and each legal case progresses • Reading the latest correspondence between the Company and the various tax/legal authorities or plaintiffs and attorneys where applicable for matters selected on sample basis for detailed evaluation.
• Given the inherent complexity and magnitude of potential exposures across the Company and the judgement necessary to estimate the amount of pro visions required or to determine required disclosures this is a key audit matter. • For the most significant of the matters we assesse relevant historical and recent judgments passed by the court authorities and considering legal opinion where obtained by management from external lawyers to challenge the basis used for the provisions recorded and the disclosures made by the Company
• Challenging the decisions and rationale for provisions held or for decisions not to record provisions or make disclosures.
• For those matters where management concluded that no provisions should be recorded we have reviewed the adequacy and compl eteness of the Company's disclosures.
• The company has recognised deferred tax liability amounting to Rs.163.30 lacs (31 March 2018 : Rs.153.22) for temporary differences In the value of assets as per Books of Accounts & as per Income Tax Act. • Reconciling tax losses and tax credits and its expiry dates to tax returns filed with tax authority
• With respect to tax matters involving our tax specialists and discussing with the Company's tax officers their views and strategies on significant cases as well as the related technical grounds relating to their conclusions based on applicable tax laws.
• Assessing the accuracy of forecast future taxable profits approved by the Board by evaluating historical forecasting accuracy and comparing the assumptions such as projected growth rates with our own expectations of those assumptions derived from our knowledge of the industry and our understanding obtained during our audit including where applicable their consistency with business plans.

INFORMATION OTHER THAN STANDALONE FINANCIAL STATEMENTS AND AUDITOR'S REPORT

The Company's management and Board of Directors are responsible for the preparation ofthe other information. The other information comprises the information included in theManagement Discussion and Analysis Board's Report including Annexures to Board's ReportBusiness Responsibility Report Corporate Governance and Shareholder's Information butdoes not include the Standalone financial statements and our auditor's report thereon.

Our opinion on the Standalone financial statements does not cover the other informationand we do not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone financial statements our responsibilityis to read the other information and in doing so consider whether the other informationis materially inconsistent with the Standalone financial statements or our knowledgeobtained during the course of our audit or otherwise appears to be materially misstated.

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.

MANAGEMENT'S RESPONSIBILITY FOR THE STANDALONE FINANCIAL STATEMENTS

The Company's management and Board of Directors are responsible for the matters statedin Section 134(5) of the Companies Act 2013 ("the Act") with respect to thepreparation & presentation of these StandaloneInd-AS financial statements that give atrue and fair view of the financial position financial performance including othercomprehensive income changes in equity and cash flows of the Company in accordance withthe accounting principles generally accepted in India including the Indian AccountingStandards (IND-AS) prescribed under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014.

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 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 financialstatements that give a true and fair view and are free from material misstatement whetherdue 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 responsible for overseeing the Company's financial reportingprocess.

AUDITORS' RESPONSIBILITYY FOR AUDIT OF STANDALONE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the Standalonefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these Standalone financial statements.

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

Identify and assess the risks of material misstatement of the Standalone financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.

Obtain an understanding of internal financial controls relevant to the audit in orderto design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls system in place and the operatingeffectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates 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 uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe Standalone financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor's report. However future events or conditions may cause the Company to cease tocontinue as a going concern.

Evaluate the overall presentation structure and content of the Standalone financialstatements including the disclosures and whether the Standalone financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.

Materiality is the magnitude of misstatements in the Standalone financial statementsthat individually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the financial statements may be influenced. We considerquantitative materiality and qualitative factors in (i) planning the scope of our auditwork and in evaluating the results of our work; and (ii) to evaluate the effect of anyidentified misstatements in the financial statements.

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 also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the Standalone financial statementsof the current period and are therefore the key audit matters. We describe these mattersin our auditor's report unless law or regulation precludes public disclosure about thematter or when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

A G P R S & Associates
Chartered Accountants
Firm's Regn. No. 006943N
sd-
Place : Panchkula Atul Seth
Dated : 30 May 2019 Partner
Membership No. 084241

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by 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 "A" a statement on the matters specified in paragraphs 3 & 4of 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 purposes of our audit;

b) In our opinion proper books of account 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 Statement of Changes in Equity and the Cash Flow Statement dealt with by thisReport are in agreement with the books of account.

d) In our opinion the aforesaid standalone IND-AS financial statements comply with theAccounting Standards (IND-AS) specified under Section 133 of the Act read with Rule 7 ofthe Companies (Accounts) Rules 2014;

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 ofSection 164 (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 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 does not have any pending litigations which would impact its financialposition.

ii. The Company does not have any long-term contracts including derivative contractsfor which there were any material foreseeable losses; and

There were no amounts which were required to be transferred to the Investor Educationand Protection Fund by the Company during the year.

A G P R S & Associates
Chartered Accountants
Firm's Regn. No. 006943N
sd-
Place : Panchkula Atul Seth
Dated : 30 May 2019 Partner
Membership No. 084241

ANNEXURE "A"

Referred to in paragraph 1 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 assets bywhich all fixed assets are verified in a phased manner over a period of two years. In ouropinion this periodicity of physical verification is reasonable having regard to the sizeof the Company and the nature of its assets.

c) According to the information & explanations 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.

(ii) The stock of Finished Goods Stores Spare Parts and Raw Material lying in thefactory (other than stock in transit) have been physically verified by the managementduring and at the year-end. In our opinion and according to information and explanationsgiven to us the frequency of physical verification is reasonable. The discrepanciesnoticed on verification between the physical stock and the book records were not material& have been properly dealt within books of accounts.

(iii) 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(" the Act").Accordingly paragraphs 3(iii) (a) (iii) (b) & (iii) (c) of the Order are not applicable to the Company.

(iv) In our opinion and according to the information & explanations given to usthe Company has not granted any loan made any investment or provided any guarantees orsecurity to the parties covered under Section 185 and 186 of the Act. Accordinglyparagraph 3 (iv) of the Order is not applicable to the Company.

(v) In our opinion and according to information and explanations given to us theCompany has not accepted deposits as per directives issued by the Reserve Bank of Indiaand provisions of Sections 73 to 76 or any other relevant provisions of the Act and therules framed thereunder. Accordingly paragraph 3 (v) of the Order is not applicable tothe Company.

(vi) In our opinion and according to information and explanations given to us CentralGovernment has not prescribed maintenance of cost records under sub section (1) of section148 of the Companies Act 2013 for any of the products manufactured by the Company.

(vii) a) According to information & explanations given to us and on the basis ofour examination of the records of the Company amounts deducted /accrued in the books ofaccounts in respect of undisputed statutory dues including provident fund employees stateinsurance income tax sales tax service tax Goods & Services Tax duty of customsduty of excise value added tax cess and other statutory dues have been generallyregularly deposited during the year by the Company with the appropriate authorities.

According to information & explanations given to us no undisputed amounts payablein respect of provident fund employees state insurance income tax sales tax servicetax duty of customs duty of excise value added tax cess and other statutory dues werein arrears as at 31 March 2019 for more than six months from the date they became payable.

b) In our opinion and according to information and explanations given to us there areno dues of Income tax or Goods & Services Tax or Sales tax or Service taxProfessional tax Customs duty Excise duty and Value added tax or cess which have notbeen deposited with the appropriate authorities on account of any dispute.

(viii) In our opinion and according to the information and explanations given to usthe Company has not defaulted in repayment of dues to its bankers or to its financialinstitutions or debenture holders. The Company does not have loans or borrowings fromgovernment.

(ix) In our opinion and according to the information and explanations given to us theCompany did not raise any money by way of public issue / follow-on-offer (including debtinstruments) during the Year. However term loans raised have been applied for the purposesfor which they have been raised.

(x) According to information and explanations given to us no material fraud by thecompany or any fraud on the company by its officers/ employees has been noticed orreported during the course of our audit.

(xi) In our opinion and according to information & explanations given to usmanagerial remuneration has been paid/ provided in accordance with the requisite approvalsmandated by the provisions of Section 197 Read with schedule V to the Companies Act.

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

(xiii) According to information & explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with sections 177 & 188 of the Act where applicable and details of suchtransactions have been disclosed in the financial statements IND-AS as required by theAccounting Standards.

(xiv) According to information & explanations given to us and based on theexaminations of our records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year. Accordingly paragraph 3 (xiv) of the Order is not applicable to the Company.

(xv) According to information & explanations given to us and based on theexaminations of our records of the Company the Company has not entered into any non cashtransactions with directors or persons connected with them& therefore provisions ofsection 192 of the Companies Act 2013 are not applicable to the company. Accordinglyparagraph 3 (xv) of the Order is not applicable to the Company.

(xvi) According to information & explanations given to us the Company is notrequired to be registered under Section 45-IA of the Reserve Bank of India Act 1934.Accordingly paragraph 3 (xvi) of the Order is not applicable to the Company.

A G P R S & Associates
Chartered Accountants
Firm's Regn. No. 006943N
sd-
Place : Panchkula Atul Seth
Dated : 30 May 2019 Partner
Membership No. 084241

Annexure B to the Auditors' Report

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 of UniroyalIndustries Ltd. (‘the Company') as of 31 March 2019 in conjunction with our audit ofthe standalone 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 the internal controlstated in the Guidance Note on Audit of Internal Financial Controls over FinancialReporting issued 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.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over the financial reporting based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of Internal Financial Controls over theFinancial Reporting (the "Guidance Note") and the Standards on Auditing issuedby ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 tothe extent applicable to an audit of internal financial controls both applicable for toan audit of Internal Financial Controls and both issued by the Institute of CharteredAccountants of India. Those Standards and the Guidance Note require that we comply withthe ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all materialrespects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over the 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 the 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 the financial reporting andthe preparation of financial statements for the external purposes in accordance withgenerally accepted accounting principles. A company's internal financial controls overfinancial reporting includes those policies and procedures that

(1) pertains 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 receipt and expenditures of the company are being made only inaccordance with authorisations 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 misstatement 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 aspects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31 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.

A G P R S & Associates
Chartered Accountants
Firm's Regn. No. 006943N
sd-
Place : Panchkula Atul Seth
Dated : 30 May 2019 Partner
Membership No. 084241