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Vesuvius India Ltd.

BSE: 520113 Sector: Engineering
NSE: VESUVIUS ISIN Code: INE386A01015
BSE 00:00 | 20 May 1031.00 17.30
(1.71%)
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1019.70

HIGH

1040.00

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1019.20

NSE 00:00 | 20 May 1027.30 10.95
(1.08%)
OPEN

1020.05

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1044.85

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OPEN 1019.70
PREVIOUS CLOSE 1013.70
VOLUME 147
52-Week high 1362.00
52-Week low 906.00
P/E 27.70
Mkt Cap.(Rs cr) 2,093
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1019.70
CLOSE 1013.70
VOLUME 147
52-Week high 1362.00
52-Week low 906.00
P/E 27.70
Mkt Cap.(Rs cr) 2,093
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Vesuvius India Ltd. (VESUVIUS) - Auditors Report

Company auditors report

TO THE MEMBERS OF VESUVIUS INDIA LIMITED

Report on the audit of the financial statements

Opinion

1. We have audited the accompanying financial statements ofVesuvius India Limited("the Company") which comprise the Balance Sheet as at December 31 2020 andthe Statement of Profit Income) Statement of Changes in Equity and Statement of Cashflows for the year then ended and notes to the financial statements including a summaryof significant accounting policies and other explanatory information.

2. In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid statements give the information required by the Companies Act2013 ("the Act") in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India of the state ofaffairs of the Company as at December 31 2020 and total comprehensive income (comprisingof profit and other comprehensive income) changes in equity and its cash flows for theyear then ended.

Basis for opinion

3. We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 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 together with the ethicalrequirements that are relevant to our audit of the financial statements have fulfilled ourother ethical responsibilities in accordance with these requirements and the Code ofEthics. We believe that the audit evidence we have obtained is sufficient and appropriateto provide a basisfor . our opinion

4. 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 on these matters.

Appropriateness of Recognition of Revenue under Ind AS 115

[Refer note 2.9 to the financial statements]

The Company recognises revenue from sale of goods and rendering of services whencontrol is transferred to the customer.

Recognition of revenue depends on the performance obligations related to sale ofproducts and rendering of services payment terms and total consideration (includingvariable consideration) determined which vary across contracts with customers.Accordingly the amount and timing of recognition of revenue is assessed by the Companybased on the timing of the satisfaction of the performance obligations under eachcontract. There is a risk of inappropriate revenue recognition if revenue is not accountedfor in accordance with contractual terms of the respective arrangements with thecustomers.

The appropriateness of recognition of revenue is a key audit matter considering thesignificance of the amounts involved.

How our audit addressed the key audit matter

Our audit procedures in relation to revenue recognition included the following:

- Obtained an understanding of controls on revenue recognition and tested the operatingeffectiveness of the key controls;

- Read the agreements (including purchase orders) on a sample basis;

- Performed testing of sample contracts to ensure the revenue transactions have beenappropriately recorded on fulfilment of the related performance obligations as per theselected contracts;

- Tested receipts against the contracts and appropriateness of adjustments made forvariable consideration;

- Assessed adequacy of presentation and disclosure.

Based on the above stated procedures no exceptions were noted by us in revenuerecognition including those relating to presentation and disclosures as required by theapplicable accounting standard.

Other Information

5. The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Report of the Directors andManagement Discussion and Analysis Report but does not include the financial statementsand our auditor's report thereon.

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

In connection with our audit of the financial statements our responsibility is to readthe other information and in doing so consider whether the other information ismateriallyinconsistentwiththefinancialstatements or our knowledge obtained in the audit orotherwise appears to be materially misstated. If based on the work we have performed weconclude that there is a material misstatement of this other information we are requiredto report that fact. We have nothing to report in this regard.

Responsibilities of management and those charged with governance for the financialstatements

6. The Company's Board of Directors is responsible for the matters stated in section134(5) of the Act with respect to the preparation of these financialstatements that give atrue and fair view of thefinancialposition financial performance changes in equity andcash flows of the Company in accordance with the accounting principles generally acceptedin India including the Accounting Standards specified under section 133 of the Act. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding of the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.

7. 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. Those Board of Directors are also responsible for overseeing theCompany's financial reporting process.

Auditor's responsibilities for the audit of the financial statements

8. 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.

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

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

Obtain an understanding of internal control relevant to the audit in order to designaudit procedures that are appropriate in the circumstances; under Section 143(3)(i) of theAct we are also responsible for expressing our opinion on whether the company hasadequate internal financial controls with reference to financial statements in place andthe operating effectiveness 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 as a going concern. If we concludethat a material uncertainty significant exists we are required to draw attention in ourauditor's report to the related disclosures in the financial or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor's report. However future events or conditions maycause the Company to cease to continue as a going concern.

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

10. We communicate with those charged with governance regarding among other mattersthe planned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit. 11. Wealso provide those charged with governance with a statement that we have complied withrelevant ethical requirements regarding independence and to communicate with them allrelationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

12. From the matters communicated with those charged with governance we determinethose matters that were of most significance in the audit of the financialstatements ofthe current period and are therefore the key audit matters. We describe these matters inour auditor's report unless law or regulation precludes public disclosure about the matteror 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.

Report on other legal and regulatory requirements

13. As required by the Companies (Auditor's Report) Order 2016 ("theOrder") issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Act we give in the Annexure B a statement on the matters specified inparagraphs 3 and 4 of the Order to the extent applicable. 14. As required by Section143(3) of the Act we report that: (a) We have sought and obtained all the information andexplanations which to the best of our knowledge and belief were necessary for the purposesof our audit. (b) In our opinion proper books of account as required by law have beenkept 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 Changes in Equity and Cash Flow Statement dealt with by thisReport are in agreement with the books of account. (d) In our opinion the aforesaidfinancial statements comply with the Accounting Standards specified under Section 133 ofthe Act.

(e) On the basis of the written representations received from the directors as onDecember 31 2020 taken on record by the Board of Directors none of the directors isdisqualified as on December 31 2020 from being appointed as a director in terms ofSection 164 (2) of the Act. (f) With respect to the adequacy of the internal financialcontrols with reference to financial statements of the Company and the operatingeffectiveness of such controls refer to our separate Report in "Annexure A".(g) With respect to the other matters to be included in the Auditor's Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion and to thebest of our information and according to the explanations given to us: i. The Company hasdisclosed the impact of pending litigations on its financial position in its financialstatements - Refer Note 35 to the financial statements; ii. The Company has long-termcontracts as at December 31 2020 for which there were no material foreseeable losses. TheCompany did not have any derivative contracts as at December 31 2020. iii. There has beenno delay in transferring amounts required to be transferred to the Investor Educationand Protection Fund by the Company. iv. The reporting on disclosures relating to SpecifiedBank Notes is not applicable to the Company for the year ended December 31 2020.

15. The Company has paid/ provided for managerial remuneration in accordance with therequisite approvals mandated by the provisions of Section 197 read with Schedule V to theAct.

For Price Waterhouse Chartered Accountants LLP
Firm Registration Number: 012754N/N500016
Chartered Accountants
Sougata Mukherjee
Partner
Kolkata Membership Number: 057084
February 25 2021 UDIN: 21057084AAAAAQ1893

ANNEXURE A TO INDEPENDENT AUDITORS' REPORT

Referred to in paragraph 14 (f) of the Independent Auditors' Report of even date to themembers of Vesuvius India Limited on the financial statements for the year ended December31 2020

Report on the Internal Financial Controls with reference to financial statements underClause (i) of Sub-section 3 of Section 143 of the Act

1. We have audited the internal financial controls with reference to financialstatements of Vesuvius India Limited ("the Company") as of December 31 2020 inconjunction with our audit of thefinancial statements of the Company for the year ended onthat date.

Management's Responsibility for Internal Financial Controls

2. The Company's management isresponsibleforestablishingandmaintaininginternalfinancialcontrols based on the criteriaestablished by the Company considering the essential components ofinternalcontroloverfinancial internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India (ICAI). These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence tocompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Act.

Auditors' Responsibility

3. Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to financial statements based on our audit. We conducted our auditin accordance with the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting (the"Guidance Note") and the Standards on Auditing deemed tobe prescribed under section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls both applicable to an audit of internal financial controlsand both issued by the ICAI. Those Standards and the Guidance Note require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether adequate internal financial controls with reference to financial statementswas established and and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacyof the internal financial controls system with reference to financial statements and theiroperating effectiveness. Our audit of internal financial controls with reference tofinancial statements included obtaining an understanding of internal financial controlswith reference to financial statements assessing the risk that a material weaknessexists and testing and evaluating the design and operating effectiveness of internalcontrol based on the assessed risk. The procedures selected depend on the auditor'sjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error.

5. 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 systemwith reference to financial statements.

Meaning of Internal Financial Controls with reference to financial statements

6. A company's internal financial controls with reference to financial statements is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial controlswith reference to 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 company; (2)provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with reference to financialstatements

7. Because of the inherent limitations of internal financial controls with reference tofinancial statements including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls withreference to financial statements to future periods are subject to the risk that theinternal financial controls with reference to financial statements may become inadequatebecause of changes in conditions or that the degree of compliance with the policies orprocedures may deteriorate.

Opinion

8. In our opinion the Company has in all material respects an adequate internalfinancial controls system with reference to financialstatements and such internalfinancial controls with reference to financial statements were operating effectively as atDecember 31 2020 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.

For Price Waterhouse Chartered Accountants LLP
Firm Registration Number: 012754N/N500016
Chartered Accountants
Sougata Mukherjee
Kolkata Partner
February 25 2021 Membership Number: 057084

ANNEXURE B TO INDEPENDENT AUDITORS' REPORT

Referred to in paragraph 13 of the Independent Auditors' Report of even date to themembers of Vesuvius India Limited on the financial statements as of and for the year endedDecember 31 2020

i. (a) The Company is maintaining proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) The fixed assets are physically verified by the Management according to a phasedprogramme designed to cover all the items over a period of three years which in ouropinion is reasonable having regard to the size of the Company and the nature of itsassets. Pursuant to the programme fixedassets has been physically verifiedportionofthe by the Management during the year and no material discrepancies have beennoticed on such verification (c) The title deeds of immovable properties as disclosed inNote 3 on Property Plant and equipment to the financial statements are held in the nameof the Company except for leasehold land at Kolkata as stated in aforesaid Note 3 forwhich renewal of lease is under progress. ii. The physical verification of inventoryexcept for goods in transit have been conducted at reasonable intervals by the Managementduring the year. The discrepancies noticed on physical verification of inventory ascompared to book records were not material. iii. The Company has not granted any loanssecured or unsecured to companies firms Limited Liability Partnerships or other partiescovered in the register maintained under Section 189 of the Act. Therefore the provisionsof Clause 3(iii) (iii)(a) (iii)(b) and (iii)(c) of the said Order are not applicable tothe Company. iv. The Company has not granted any loans or made any investments orprovided any guarantees or security to the parties covered under Section 185 and 186.Therefore the provisions of Clause 3(iv) of the said Order are not applicable to theCompany. v. The Company has not accepted any deposits from the public within the meaningof Sections 73 74 75 and 76 of the Act and the Rules framed there under to the extentnotified. vi. Pursuant to the rules made by the Central Government of India the Companyis required to maintain cost records as specified under Section 148(1) of the Act inrespect of its products.

We have broadly reviewed the same and are of the opinion that prima facie theprescribed accounts and records have been made and maintained. We have not however madea detailed examination of the records with a view to determine whether they are accurateor complete. vii. (a) According to the information and explanations given to us and therecords of the Company examined by us in our opinion the Company is generally regular indepositing undisputed statutory dues in respect of income tax though there has been aslight delay in a few cases and is regular in depositing undisputed statutory duesincluding provident fund employees' state insurance duty of customs goods and servicetax and other material statutory dues as applicable with the appropriate authorities.Also refer note 35 to the financial statements regarding management's assessment oncertain matters relating to provident fund.

Further for the period March 1 2020 to May 31 2020 the company has paid Goods andService Tax and filed GSTR-3B after the due date but within the timelines allowed byCentral Board of Indirect Taxes & Customs under the Notification numbers 31/2020 &36/2020 dated April 3 2020 on fulfilment of conditions specified therein. (b) Accordingto the information and explanations given to us and the records of the Company examined byus there are no dues of duty of customs and goods and service tax which have not beendeposited on account of any dispute. The particulars of dues of income tax sales taxservice tax duty of excise and value added tax as at December 31 2020 which have notbeen deposited on account of a dispute are as follows:

Name of the statute Nature of dues Amount (Rs. Lakhs) Period to which the amount relates Forum where the dispute is pending
Income-tax Act 1961 Disallowances arising in income tax proceedings (Net of Deposits of Rs. 4307 lakhs) 156 2006-07 and 2013-14 Commissioner of Income Tax (Appeals)
Central Excise Act 1944 Disallowances of Cenvat credit (Net of Deposits of Rs. 10 lakhs) 259 2007 - 08 to 2017- 18 Central Excise and Service Tax Appellate Tribunal Additional Commissioner Assistant Commissioner Commissioner (Appeals)
Finance Act 1994 Non / short payment of service tax 12 2006-07 and 2007-08 Central Excise and Service Tax Appellate Tribunal
Central Sales Tax Act 1956 Non-submission of forms (net of deposits of Rs. 184 lakhs) 669 2005-06 2011-12 to 2017-18 Sales Tax Appellate Tribunal Commissioner (Appeals) Additional Commissioner (Appeals) Senior Joint Commissioner
Central Sales Tax Act 1956 Disallowance of stock transfer 2723 2008-09 to 2011-12 Sales Tax Appellate Tribunal
West Bengal Value Non-submission of 162 2011-12 2013-14 Commissioner (Appeals)
Added Tax Act 2003 forms (net of deposits of Rs. 23 lakhs) 2015-16 and 2017-18 Senior Joint Commissioner
Andhra Pradesh Value Added Tax Act 2005 Denial of input credits (net of deposits of Rs. 28 lakhs) 17 2011-12 and 2012-13 Sales Tax Appellate Tribunal
Andhra Pradesh Value Added Tax Act 2005 Disallowance of stock transfer (net of deposits of Rs. 5 lakhs) 14 2010 to 2011 Commissioner (Appeals)
Karnataka Value Added Tax Act 2003 Denial of Inputs credits (Net of deposits of Rs. 99 lakhs) 100 2005- 06 and 2006-07 Hon'ble Supreme Court of India

viii. As the Company does not have any loans or borrowings from any financialinstitution or bank or Government nor has it issued any debentures as at the balancesheet date the provisions of Clause 3(viii) of the Order are not applicable to theCompany. ix. The Company has not raised any moneys by way of initial public offer furtherpublic offer (including debt instruments) and term loans. Accordingly the provisions ofClause 3(ix) of the Order are not applicable to the Company. x. During the course of ourexamination of the books and records of the Company carried out in accordance with thegenerally accepted auditing practices in India and according to the information andexplanations given to us we have neither come across any instance of material fraud bythe Company or on the Company by its officers or employees noticed or reported during theyear nor have we been informed of any such case by the Management. xi. The Company haspaid/ provided for managerial remuneration in accordance with the requisite approvalsmandated by the provisions of Section 197 read with Schedule V to the Act. Also referparagraph 15 of our main audit report. xii. As the Company is not a Nidhi Company and theNidhi Rules 2014 are not applicable to it the provisions of Clause 3(xii) of the Orderare not applicable to the Company. xiii. The Company has entered into transactions withrelated parties in compliance with the provisions of Sections 177 and 188 of the Act. Thedetails of such related party transactions have been disclosed in the financial statementsas required under Indian Accounting Standard (Ind AS) 24 Related PartyDisclosuresspecified of the Act. under Section 133 xiv. The Company has not made anypreferential allotment or private placement of shares or fully or partly convertibledebentures during the year under review. Accordingly the provisions of Clause 3(xiv) ofthe Order are not applicable to the Company. xv. The Company has not entered into anynon-cash transactions with its directors or persons connected with him.

Accordingly the provisions of Clause 3(xv) of the Order are not applicable to theCompany. xvi. The Company is not required to be registered under Section 45-IA of theReserve Bank of India Act 1934. Accordingly the provisions of Clause 3(xvi) of the Orderare not applicable to the Company.

For Price Waterhouse Chartered Accountants LLP
Firm Registration Number: 012754N/N500016
Chartered Accountants
Sougata Mukherjee
Kolkata Partner
February 25 2021 Membership Number: 057084

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