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V-Guard Industries Ltd.

BSE: 532953 Sector: Engineering
NSE: VGUARD ISIN Code: INE951I01027
BSE 00:00 | 28 Feb 202.95 -2.20
(-1.07%)
OPEN

199.80

HIGH

203.80

LOW

198.05

NSE 00:00 | 28 Feb 202.95 -2.30
(-1.12%)
OPEN

200.00

HIGH

204.00

LOW

198.00

OPEN 199.80
PREVIOUS CLOSE 205.15
VOLUME 19835
52-Week high 259.70
52-Week low 188.00
P/E 41.00
Mkt Cap.(Rs cr) 8,688
Buy Price 200.00
Buy Qty 5.00
Sell Price 204.70
Sell Qty 10.00
OPEN 199.80
CLOSE 205.15
VOLUME 19835
52-Week high 259.70
52-Week low 188.00
P/E 41.00
Mkt Cap.(Rs cr) 8,688
Buy Price 200.00
Buy Qty 5.00
Sell Price 204.70
Sell Qty 10.00

V-Guard Industries Ltd. (VGUARD) - Auditors Report

Company auditors report

To the Members of V-Guard Industries Limited

REPORT ON THE STANDALONE IND AS FINANCIAL STATEMENTS

We have audited the accompanying standalone Ind AS financial statements of V-GuardIndustries Limited ("the Company") which comprise the Balance Sheet as at March31 2018 the Statement of Profit and Loss including the Statement of Other ComprehensiveIncome the Cash Flow Statement and the Statement of Changes in Equity for the year thenended and a summary of significant accounting policies and other explanatory information.

management's responsibility for the

STANDALONE IND AS FINANCIAL STATEMENTS

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese standalone Ind AS financial statements that give a true and fair view of thefinancial position financial performance including other comprehensive income cash flowsand changes in equity of the Company in accordance with accounting principles generallyaccepted in India including the Indian Accounting Standards (Ind AS) specified undersection 133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015as amended. This responsibility also includes maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding of the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and the design implementation and maintenance of adequateinternal financial control that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe Ind AS financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

auditor's responsibility

Our responsibility is to express an opinion on these standalone Ind AS financialstatements based on our audit. We have taken into account the provisions of the Act 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 thereunder. We conducted our audit of thestandalone Ind AS financial statements in accordance with the Standards on Auditingissued by the Institute of Chartered Accountants of India as specified under Section143(10) of the Act. Those Standards require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether the financialstatements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor'sjudgment including the assessment of the risks of material misstatement of the standaloneInd AS financial statements whether due to fraud or error. In making those riskassessments the auditor considers internal financial control relevant to the Company'spreparation of the standalone Ind AS financial statements that give a true and fair viewin order to design audit procedures that are appropriate in the circumstances. An auditalso includes evaluating the appropriateness of accounting policies used and thereasonableness of the accounting estimates made by the Company's Directors as well asevaluating the overall presentation of the standalone Ind AS financial statements. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the standalone Ind AS financial statements.

opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the standalone 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 state of affairs of the Companyas at March 31 2018 its profit including other comprehensive income its cash flows andthe changes in equity for the year ended on that date.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor's report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Act we give in the Annexure 1 a statement on the matters specified in paragraphs 3and 4 of the Order.

2. As required by section 143 (3) of the Act we report that:

(a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purpose 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 Statement of Profit and Loss including the Statement of OtherComprehensive Income the Cash Flow Statement and the Statement of Changes in Equity dealtwith by this Report are in agreement with the books of account;

(d) In our opinion the aforesaid standalone Ind AS financial statements comply withthe Accounting Standards specified under section 133 of the Act read with Companies(Indian Accounting Standards) Rules 2015 as amended;

(e) On the basis of written representations received from the directors as on March 312018 and taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2018 from being appointed as a director in terms of section 164 (2) ofthe Act;

(f) With respect to the adequacy of the internal financial controls over financialreporting of the Company with reference to these standalone

Ind AS financial statements and the operating effectiveness of such controls refer toour separate Report in "Annexure 2" to this report;

(g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financialposition in its standalone Ind AS financial statements - Refer Note 39 to the standaloneInd AS financial statements;

ii. The Company did not have any long-term contracts including derivative contracts forwhich 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.

For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004
per Aditya Vikram Bhauwala
Kochi Partner
May 30 2018 Membership Number: 208382

ANNEXURE 1 TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THE STANDALONE FINANCIALSTATEMENTS OF V-GUARD INDUSTRIES LIMITED

We report that:

(i) (a) The Company has maintained proper records

showing full particulars including quantitative details and situation of fixed assets.

(b) Fixed assets have been physically verified by the management during the year inaccordance with a planned programme of verification which in our opinion is reasonablehaving regard to the size of the Company and the nature of its assets. No materialdiscrepancies were noticed on such verification.

(c) According to the information and explanations given by the management the titledeeds of immovable properties included in property plant and equipment are held in thename of the Company.

(ii) The inventory has been physically verified by the management during the year. Inour opinion the frequency of verification is reasonable. No material discrepancies werenoticed on such physical verification. Inventories lying with third parties have beenconfirmed by them as at March 31 2018 and no material discrepancies were noticed inrespect of such confirmations.

(iii) According to the information and explanations given to us the Company has notgranted any loans secured or unsecured to companies firms Limited LiabilityPartnerships or other parties covered in the register maintained under section 189 of theCompanies Act 2013 ('the Act'). Accordingly the provisions of clause 3(iii)(a) (b) and(c) of the Order are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Section 186 of the Act in respect of loansgranted investments made and guarantee given to which section 186 of the Act isapplicable. In our opinion and according to the information

and explanations given to us the Company has not granted any loan to which section 185of the Act is applicable and hence not commented upon.

(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76of the Act and the Companies (Acceptance of Deposits) Rules 2014 (as amended).Accordingly the provisions of clause 3(v) of the Order are not applicable.

(vi) We have broadly reviewed the books of account maintained by the Company pursuantto the rules made by the Central Government for the maintenance of cost records undersection 148(1) of the Act related to the products manufactured by the Company and are ofthe opinion that prima facie the specified accounts and records have been made andmaintained. We have not however made a detailed examination of the same.

(vii) (a) Undisputed statutory dues including provident

fund employees' state insurance income-tax sales-tax service tax goods andservices tax duty of custom duty of excise value added tax cess and other statutorydues have generally been regularly deposited with the appropriate authorities.

(b) According to the information and explanations given to us no undisputed amountspayable in respect of provident fund employees' state insurance income-tax wealth-taxservice tax goods and services tax sales-tax customs duty excise duty value addedtax cess and other undisputed statutory dues were outstanding at the year end for aperiod of more than six months from the date they became payable.

(c) According to the records of the Company the dues outstanding of income-taxsales-tax wealth-tax service tax goods and services tax duty of custom duty ofexcise value added tax and cess on account of any dispute are as follows:

Name of the statute Nature of dues Amount claimed (Rs In Lakhs) Period to which the amount relates Amount paid under protest (Rs In Lakhs) Forum where dispute is pending
Central Sales Tax Act Central Sales tax 64.88 1998-99 2.60 Commercial Tax Office Tamil Nadu
Karnataka Value Added Tax Value added tax 2.37 2011-12 - Appellate Tribunal
Andhra Pradesh Value Added Tax Value added tax 0.75 2005-06 - Additional Deputy Commissioner (Commercial Taxes)
Central Sales Tax Act Central Sales tax 8.38 2011-12 & 2012-13 0.56 Sales Tax Tribunal
Orissa Entry Tax Act Entry Tax 155.37 2011-12 & 2012-13 10.36 Sales Tax Tribunal
Orissa Value Added Tax Act Value added tax 520.13 2007-08 to 2012-13 57.38 Sales Tax Tribunal
Orissa Value Added Tax Act Value added tax 16.65 2014-15 & 2015-16 0.70 Deputy Sales Tax Commissioner
Bihar Entry Tax Act Entry Tax 16.04 2013-14 6.04 Joint Commissioner of Commercial Taxes (Appeals)
Bihar Value Added Tax Act Value added tax 148.24 2013-14 & 2014-15 64.41 Joint Commissioner of Commercial Taxes (Appeals)
Central Excise Act 1944 Excise Duty 4.10 2003-04 to 2008-09 - Central Excise Service Tax Appellate Tribunal
Andhra Pradesh Value Added Tax Act Value added tax 12.82 April 2006 to June 2010 3.20 Appellate Tribunal (Commercial Taxes) Telangana
Andhra Pradesh Value Added Tax Act Value added tax 88.67 2014-15 & 2015-16 31.22 Appellate Deputy Commissioner (Commercial Taxes)
Karnataka Value Added Tax Act Value added tax 10.91 2011-12 - Joint Commissioner Commercial Taxes (Appeals)
Income Tax Act 1961 Income tax 2129.52 AY 2008-09 and AY 2010-11 to AY 2014-15 717.11 Commissioner of Income Tax (Appeals)
Income Tax Act 1961 Income tax 91.68 AY 2009-10 16.29 Income Tax Appellate Tribunal

(viii) According to information and explanations given by the management we are of theopinion that the Company has not defaulted in repayment of dues to financial institutionsand banks. The Company does not have any borrowing from government or by way of debenturesduring the year.

(ix) In our opinion and according to the information and explanations given by themanagement monies raised by way of term loans were applied for the purposes for whichthose were raised. No monies were raised during the year by the Company by way ofinitial public offer or further public offer (including debt instruments).

(x) Based upon the audit procedures performed for the purpose of reporting the true andfair view of the financial statements and according to the information and explanationsgiven by the management we report that no fraud by the Company or no fraud on the Companyby the officers and employees of the Company has been noticed or reported during the year.

(xi) According to the information and explanations given by the management themanagerial remuneration has been paid / provided in accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V to the Act.

(xii) In our opinion the Company is not a nidhi company. Therefore the provisions ofclause 3(xii) of the Order are not applicable to the Company and hence not commented upon.

(xiii) According to the information and explanations given by the managementtransactions with the related parties are in compliance with section 177 and 188 of theAct where applicable and the details have been disclosed in the notes to the financialstatements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and on an overallexamination of the balance sheet the Company has not made any preferential allotment orprivate placement of shares or fully or partly convertible debentures during the yearunder review and hence reporting requirements under clause 3(xiv) are not applicable tothe Company and not commented upon.

(xv) According to the information and explanations given by the management the Companyhas not entered into any noncash transactions with directors or persons connected with himas referred to in section 192 of the Act.

(xvi) According to the information and explanations given to us the provisions ofsection 45-IA of the Reserve Bank of India Act 1934 are not applicable to the Company.

For S.R. Batliboi & associates LLp
Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004
per Aditya Vikram Bhauwala
Kochi Partner
May 30 2018 Membership Number: 208382

ANNEXURE 2 TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THE STANDALONE FINANCIALSTATEMENTS OF V-GUARD INDUSTRIES LIMTED

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 financial controls over financial reporting of V-GuardIndustries Limited ("the Company") as of March 31 2018 in conjunction with ouraudit of the standalone 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. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to the Company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Companies Act 2013.

AUDITOR'S RESPONSIBILITY

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting with reference to these standalone financial statementsbased on our audit. We conducted our audit in accordance with the Guidance Note on Auditof Internal Financial Controls Over Financial Reporting (the "Guidance Note")and the Standards on Auditing as specified under section 143(10) of the Companies Act2013 to the extent applicable to an audit of internal financial controls and both issuedby the Institute of Chartered Accountants of India. Those Standards and the Guidance Noterequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls over financialreporting with reference to these standalone financial statements was established andmaintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls over financial reporting with reference to thesestandalone financial statements and their operating effectiveness. Our audit of internalfinancial controls over financial reporting included obtaining an understanding ofinternal financial controls over financial reporting with reference to these standalonefinancial statements assessing the risk that a material weakness exists and testing andevaluating the design and operating effectiveness of internal control based on theassessed risk. The procedures selected depend on the auditor's judgement including theassessment of the risks of material misstatement of the financial statements whether dueto 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 internal financial controls over financialreporting with reference to these standalone financial statements.

MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING WITH REFERENCE TO THESEFINANCIAL STATEMENTS

A company's internal financial control over financial reporting with reference to thesestandalone financial statements is a process designed to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accountingprinciples. A company's internal financial control over financial reporting with referenceto these standalone financial statements includes those policies and procedures that (1)pertain to the maintenance of records that in reasonable detail accurately and fairlyreflect the transactions and dispositions of the assets of the company; (2) providereasonable assurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance withauthorisations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorised acquisition use ordisposition of the company's assets that could have a material effect on the financialstatements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING WITHREFERENCE TO THESE STANDALONE FINANCIAL STATEMENTS

Because of the inherent limitations of internal financial controls over financialreporting with reference to these standalone financial statements including thepossibility of collusion or improper management override of controls materialmisstatements due to error or fraud may occur and not be detected. Also projections ofany evaluation of the internal financial controls over financial reporting with referenceto these standalone financial statements to future periods are subject to the risk thatthe internal financial control over financial reporting with reference to these standalonefinancial statements 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 respects adequate internal financialcontrols over financial reporting with reference to these standalone financial statements

and such internal financial controls over financial reporting with reference to thesestandalone financial statements were operating effectively as at March 31 2018 based onthe internal control 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 S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004
per Aditya Vikram Bhauwala
Kochi Partner
May 30 2018 Membership Number: 208382