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Vaswani Industries Ltd.

BSE: 533576 Sector: Metals & Mining
NSE: VASWANI ISIN Code: INE590L01019
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OPEN

3.45

HIGH

3.45

LOW

3.45

OPEN 3.96
PREVIOUS CLOSE 3.40
VOLUME 400
52-Week high 12.80
52-Week low 3.20
P/E
Mkt Cap.(Rs cr) 10
Buy Price 3.41
Buy Qty 500.00
Sell Price 3.64
Sell Qty 200.00
OPEN 3.96
CLOSE 3.40
VOLUME 400
52-Week high 12.80
52-Week low 3.20
P/E
Mkt Cap.(Rs cr) 10
Buy Price 3.41
Buy Qty 500.00
Sell Price 3.64
Sell Qty 200.00

Vaswani Industries Ltd. (VASWANI) - Auditors Report

Company auditors report

To The Members of Vaswani Industries Limited

Bahesar Road Near Cycle Park Vill - Sondra Phase-II Industrial Area Siltara

Raipur (C.G.) 493221

1. We have examined the compliance of conditions of Corporate Governance by VaswaniIndustries Limited for the year ended 31st March 2018 as stipulated in regulations 17 to27 and clauses (b) to (i) of regulation 46(2) and para C and D of Schedule V of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

2. The Compliance of conditions of Corporate Governance is the responsibility of theManagement. Our examination has been limited to a review of the procedures andimplementation thereof adopted by the Company for ensuring compliance with the conditionsof Corporate Governance as stipulated in the said Clause. It is neither an audit nor anexpression of opinion on the financial statements of the Company.

3. 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 as stipulated in regulations 17 to 27 and clauses (b) to (i)of regulation 46(2) and para C and D of of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

4. We further state that such compliance is neither as assurance as to the furtherviability of the Company nor of the efficiency or effectiveness with which the managementhas conducted the affairs of the Company.

For AMITABH AGRAWAL & COMPANY CHARTERED ACCOUNTANTS FIRM REG. NO. 06620C

PLACE: RAIPUR (C.G.)

DATED: 30.05.2018

MANISH KUMAR SAHU PARTNER MEMBERSHIP NO: 423562

INDEPENDENT SECRETARIAL AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE

We have examined the compliance of conditions of Corporate Governance by VaswaniIndustries Limited for the year ended 31st March 2018 as stipulated in Clause49 of the Listing Agreement of the said Company with Stock Exchanges and SEBI (LODR)Regulations 2015.

The compliance of conditions of Corporate Governance is the responsibility of theManagement. Our examination was limited to procedures and implementation thereof adoptedby the Company for ensuring the compliance of the conditions of Corporate Governance. Itis neither an audit nor an expression of opinion on the financial statements of theCompany.

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 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.

For Satish Batra & Associates Company Secretaries

PLACE: RAIPUR (C. G.)

DATED: 30.05.2018

Satish Kumar Batra Proprietor M. No.- FCS 1316 C.P. No. 2875

INDEPENDENT AUDITORS' REPORT TO

THE MEMBERS OF VASWANI INDUSTRIES LTD.

RAIPUR

Report on the Financial Statements

We have audited the accompanying financial statements of VASWANI INDUSTRIES LTD.("The Company") which comprise Balance Sheet as at March '31st 2018 Statementof Profit & Loss (including other comprehensive income) statement of changes inequity & Cash flow statement for the year ended then and a summary of SignificantAccounting Policies and other Explanatory Information which we have signed underreference to this report.

Management's Responsibility for the 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 preparationand presentation of these 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 the accounting principlesgenerally accepted in India including the Indian Accounting Standards (Ind AS) specifiedunder Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules2015 as amended.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provision 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.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on ouraudit. We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made there under and the Order issued under section143(11) of the Act.

We conducted our audit in accordance with the Standards on Auditing specified undersection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers internal financial control relevant to the Company's preparation of thefinancial statements that give true and fair view in order to design audit proceduresthat are appropriate in the circumstances an audit also includes evaluating theappropriateness of accounting policies used and the reasonableness of the accountingestimates made by Company's Directors as well as evaluating the overall presentation ofthe financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the financial statements.

Opinion

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 Ind AS andother accounting principles generally accepted in India of the state of affairs of theCompany as at 31st March 2018 its Profit total comprehensive income the changes inequity and its cash flows 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 'A' a statement on the matters Specified in paragraphs 3and 4 of the Order to the extent applicable.

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

a) We have sought & obtained all information and explanations which to the best ofour 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 the statement of profit and loss including other comprehensiveincome statement of changes in equity and the cash flow statement dealt with this reportare in agreement with the books of accounts;

d) In our opinion the aforesaid financial statements comply with the Indian AccountingStandards specified under Section 133 of the Act.

e) On the Basis of written representations received from the Directors as on March31st 2018 and taken on record by Board of Directors two Directors are Mr. Ravi Vaswani& Pawan Kumar Jha are disqualified as on March 31st 2018 from being appointed as aDirector in terms of Section 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' 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 financial statements refer Note No. 29 to the financial statements.

ii. The Company did not have any long-term contracts including derivatives contractsfor which there were any material foreseeable losses.

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

FOR AMITABH AGRAWAL & CO.

CHARTERED ACCOUNTANTS FIRM REGN. NO.006620C

(MANISH KUMAR SAHU)

PARTNER

M.NO.423562

PLACE: RAIPUR (C.G.)

DATED: 30th May 2018

ANNEXURE "A" TO THE AUDITORS' REPORT

[Referred to in paragraph 1 under "Report on Other Legal and RegulatoryRequirements" of

our Report of even date to the members of VASWANI INDUSTRIES LTD.

on the accounts of the company for the year ended 31st March 2018]

On the basis of such checks as we considered appropriate and according to theinformation and

Explanations given to us during the course of our audit we report that:

(i) In respect of its fixed assets:

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

details and situation of the fixed assets.

b) The major assets have been physically verified by the management on a sample basisduring the

year and in our opinion the frequency of verification is reasonable having regard tothe size of the company and the nature of its assets. As informed to us no materialdiscrepancies noticed on such verification.

c) We have inspected the original title deeds of immovable properties of the companyheld as fixed assets which are in the custody of the company. We have obtained third partyconfirmations in respect of immovable properties of the company held as fixed assets whichare in the custody of third parties such as mortgages. Based on our audit procedures andthe information and explanation received by us we report that all title deeds ofimmovable properties of the company held as fixed assets are held in the name of thecompany. However we express no opinion on the validity of the title of the company tothese properties.

(ii) As explained to us and according to the information provided by the managementthe inventory has been physically verified at reasonable interval during the year by themanagement. The discrepancies noticed on verification between physical stock and bookstocks wherever ascertained were not significant and have been properly dealt in thebooks of the accounts.

(iii) In our opinion and according to the information and explanations given to us theCompany has not granted any loan secured or unsecured to companies firms LimitedLiability Partnerships or other parties covered in the register maintained under section189 of the Companies Act 2013. Accordingly the provisions of clause 3 (iii) (a) (b) and(c) of the Order are not applicable and hence not commented upon.

(iv) In our opinion and according to the information and explanation given to us thecompany has complied with the provisions of section 185 and 186 of the act with respectto the loans and investments made .The company has neither issued any guarantee nor hasprovided any security on behalf of any party.

(v) In our opinion and according to the information and explanation given to us theCompany did not receive any deposits covered under section 73 to 76 of the company Act andrules framed there under with regards to deposits accepted from the public during theyear.

(vi) We have broadly reviewed the cost records maintained by the Company pursuant tothe Rules made by the Central Government under Section 148(1) of the Companies Act 2013and are of the opinion that prima facie the prescribed cost records have been made andmaintained. We have however not made a detailed examination of these accounts &records with a view to determining whether they are accurate or complete.

(vii) In respect of statutory dues:

a) According to the information and explanations given to us and on the basis of ourexamination of the records of the company amounts deducted / accrued in the books ofaccounts in respect of undisputed statutory dues including provident fund Employee StateInsurance income tax sales tax service tax duty of Excise duty of customs valueadded tax cess and other material statutory dues have been regularly deposited during theyear by the company with the

appropriate authorities. According to the information and explanations given to us noundisputed amounts payable in respect of provident fund income tax sales tax servicetax duty of customs value added tax cess and other material statutory dues were inarrears as at 31st March 2018 for a period of more than six months from the date theybecame payable.

b) However as per records and according to the information and explanation given to usthe following dues of sales tax wealth tax custom duty excise duty vat have not beendeposited by the company with the concerned authorities on account of dispute :-

Name of the statute Nature of the dues Amount (Rs. In Lacs) Period to which the amounts relate Forum where pending
Central Excise Laws Excise Duty 139.64 2005- 06 &

2006- 07

Appellate Tribunal Delhi (CESTAT)
Central Custom Laws Custom Duty 86.02 2012-13 Appellate Tribunal

Bangalore

(CESTAT)

Sales tax Entry tax CST& VAT 0.57

42.72

6.30

2007-08 Commissioner Appeal Sales tax Raipur.
Sales tax Entry tax CST& VAT 9.71

16.23

2008-09 Commissioner Appeal Sales tax Raipur
Sales tax Entry tax CST& VAT Nil

13.21

2009-10 Commissioner Appeal Sales tax Raipur
Sales tax Entry tax CST& VAT 8.85

62.31

2010-11 Commissioner Appeal Sales tax Raipur
Central Excise Laws Excise Duty 15.74 2014-15 Appellate Tribunal Delhi (CESTAT)
Sales Tax Entry Tax 40.18 2011-12 Commissioner Appeal Sales tax Raipur

(viii) According to the information & explanations given to us the Company has notdefaulted in repayment of the dues to financial institutions or banks or debentureholders.

(ix) Based on the information and explanations given to us and records of the companyexamined by us the company has not raise money by way of further public offer (includingdebt instruments) and term loans during the year.

(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reported duringthe course of our audit.

(xi) According to the information and explanations given to us and based on ourexamination of the records of the company the company has paid / provided for themanagerial remuneration in accordance with the requisite approvals mandated by theprovisions of Section 197 read with schedule V of the act.

(xii) In our opinion and according to the information and explanations given to us theCompany is not a nidhi company. Accordingly clause 3 (xii) of the Order are notapplicable to the Company and hence not commented upon.

(xiii) According to the information and explanations given to us and based on ourexamination of the records of the company the transactions with the related parties arein compliance with Section 177 & 188 of the Act where applicable and details of suchtransactions have been disclosed in the financial statement as required by applicableaccounting standards wherever required.

(xiv) According to the information and explanations given to us and based on ourexamination of the records of the company the Company has not made any preferentialallotment or private

placement of shares or fully or partly convertible debentures during the year hencereporting under paragraph 3(xiv) of the Order is not applicable.

(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 any non-cashtransactions with directors or persons connected with him as referred to in Section 192 ofthe Companies Act 2013. Accordingly clause 3 (xv) of the order is not applicable to theCompany and hence not commented upon.

(5) (xvi) According to the information and explanations given to us the Company is notrequired to be registered under Section 45-IA of the Reserve Bank of India Act 1934.

FOR AMITABH AGRAWAL & CO.

CHARTERED ACCOUNTANTS

FIRM REGN. NO.006620C

(MANISH KUMAR SAHU)

PARTNER

M.NO.423562

PLACE: RAIPUR (C.G.)

DATED: 30th May 2018

ANNEXURE B TO THE AUDITORS' REPORT

[Referred to in paragraph 2 (F) under "Report on Other Legal and RegulatoryRequirements" of our Report of even date to the members.

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 VASWANIINDUSTRIES LTD('the Company') as of 31 March 2018 in conjunction with our audit of thefinancial 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 ('ICAI'). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to the Company's policies the safeguarding of its assetsthe prevention 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.

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') and the Standards on Auditing issued by ICAI and deemed to beprescribed under Section 143(10) of the Companies Act 2013 to the extent applicable toan audit of internal financial controls both applicable to an audit of Internal FinancialControls and both issued by the Institute of Chartered Accountants of India. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand 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 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 auditors' judgment 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 in accordance with authorizationsof the 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 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.

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 31 March 2018 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.

FOR AMITABH AGRAWAL & CO.

CHARTERED ACCOUNTANTS FIRM REGN. NO.006620C

MANISH KUMAR SAHU (Partner)

M.NO.423562

PLACE: RAIPUR (C.G.)

DATED: 30th May 2018