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Vesuvius India Ltd.

BSE: 520113 Sector: Engineering
NSE: VESUVIUS ISIN Code: INE386A01015
BSE 00:00 | 24 May 1129.00 -38.80
(-3.32%)
OPEN

1090.00

HIGH

1152.00

LOW

1090.00

NSE 00:00 | 24 May 1156.45 16.25
(1.43%)
OPEN

1130.20

HIGH

1164.00

LOW

1122.00

OPEN 1090.00
PREVIOUS CLOSE 1167.80
VOLUME 78
52-Week high 1325.00
52-Week low 973.00
P/E 25.47
Mkt Cap.(Rs cr) 2,292
Buy Price 1129.00
Buy Qty 30.00
Sell Price 1176.00
Sell Qty 1.00
OPEN 1090.00
CLOSE 1167.80
VOLUME 78
52-Week high 1325.00
52-Week low 973.00
P/E 25.47
Mkt Cap.(Rs cr) 2,292
Buy Price 1129.00
Buy Qty 30.00
Sell Price 1176.00
Sell Qty 1.00

Vesuvius India Ltd. (VESUVIUS) - Auditors Report

Company auditors report

TO THE MEMBERS OF VESUVIUS INDIA LIMITED

Report on the Indian Accounting Standards (Ind AS) Financial Statements

1. We have audited the accompanying Ind AS financial statements of Vesuvius IndiaLimited ("the Company") which comprise the Balance Sheet as at December 312018 the Statement of Profit and Loss (including Other Comprehensive Income) the CashFlow Statement and the Statement of Changes in Equity for the year then ended and asummary of the significant . accounting policies and other explanatoryinformation

Management's Responsibility for the Ind AS Financial Statements

2. The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese Ind AS financial statements to give a true and fair view of the financial positionfinancial performance (including other comprehensive income) cash flows and changes inequity of the Company in accordance with the accounting principles generally accepted inIndia including the Indian Accounting Standards specified in the Companies (IndianAccounting Standards) Rules 2015 (as amended) 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 Ind AS financial statementsthat give a true and fair view and are free from material misstatement whether due tofraud or error.

Auditors' Responsibility

3. Our responsibility is to express an opinion on these Ind AS financial statementsbased on our audit.

4. We have taken into account the provisions of the Act and the Rules made thereunderincluding theaccounting and auditing standards and matters which are required to beincluded in the audit report under the provisions of the Act and the Rules madethereunder.

5. We conducted our audit of the lnd AS financial statements in accordance-with theStandards on Auditing specified under Section 143(10) of the Act and other applicableauthoritative pronouncements issued by the Institute of Chartered Accountants of India.Those Standards and pronouncements require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether the Ind ASfinancial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amountsand the disclosures in the Ind statements. The AS financial procedures selecteddepend on the auditors' judgment including the assessment of the risks of materialmisstatement of the Ind AS financial statements whether due to fraud or error. In makingthose risk assessments the auditor considers internal financial control relevant to theCompany's preparation of the Ind statements that give a true and fair view in order todesign audit procedures that are appropriate in AS financial the circumstances. An auditalso includes evaluating the appropriateness of the accounting policies used and thereasonableness of the accounting estimates made by the Company's Directors as well asevaluating the overall presentation of the Ind AS financial statements.

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

Opinion

8. In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid 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 December 31 2018 and its total comprehensive income (comprising of profit andother comprehensive income) its cash flows and the changes in equity for the year endedon that date.

Report on Other Legal and Regulatory Requirements

9. As required by the Companies (Auditor's Report) Order 2016 issued by the CentralGovernment of India in terms of sub-section (11) of section 143 of the Act ("theOrder") and on the basis of such checks of the books and records of the Company aswe considered appropriate and according to the information and explanations given to uswe give in the Annexure B a statement on the matters specified in paragraphs 3 and 4 ofthe Order.

10. 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 Cash Flow Statement and the Statement of Changes in Equity dealt with by thisReport are in agreement with the books of account. statements comply with the IndianAccounting Standards

(d) In our opinion the aforesaid Ind AS financial specified under Section 133of the Act.

(e) On the basis of the written representations received from the directors as onDecember 31 2018 taken on record by the Board of Directors none of the directors isdisqualified as on December 31 2018 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 A.

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

(i) The Company has disclosed the impact if any of pending litigations as at December31 2018 on its financial position in its Ind AS financial statements - Refer Note 34;

(ii) The Company has long-term contracts as at December 31 2018 for which there wereno material foreseeable losses. The Company did not have any derivative contracts as atDecember 31 2018.

(iii) There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company during the year ended December31 2018.

(iv) The reporting on disclosures relating to Specified Bank Notes is not applicable tothe Company for the year ended December 31 2018.

For Price Waterhouse Chartered Accountants LLP
Firm Registration Number : 012754N/N500016
Chartered Accountants
Sougata Mukherjee
Gurugram Partner
February 27 2019 Membership Number 057084

ANNEXURE A TO INDEPENDENT AUDITORS' REPORT

Referred to in paragraph 10(f) of the Independent Auditors' Report of even date to theMembers of Vesuvius India Limited on the Ind AS financial statements for the year endedDecember 31 2018

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 2018 inconjunction with our audit of the Ind AS financial statements of the Company for the yearended on that date.

Management's Responsibility for Internal Financial Controls

2. 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 (ICAl)". 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 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 deemedto be prescribed under section 143(10) of the Act to the extent applicable to an audit ofinternal financialcontrols both applicable to an audit of internal financial controls andboth issued by the ICAI. Those Standards and the Guidance Note require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether adequate internal financialcontrols with reference to financial statements wasestablished and maintained and if such controls operated effectively in all materialrespects.

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 tofinancialstatements 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 . controlssystem with 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 company; (2) provide reasonable assurance that transactionsare recorded as necessary to permit preparation of financial statements in accordance withgenerally accepted accounting principles and that receipts and expenditures of thecompany are being made only in accordance with authorisations of management and directorsof the company; and (3) provide reasonable assurance regarding prevention or timelydetection of unauthorised acquisition use or disposition of the company's assets thatcould 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 control controls with reference to financial statements may becomeinadequate because of changes in conditions or that the degree of compliance with thepolicies or procedures may deteriorate.

Opinion

8. In our opinion the Company has in all material respects an adequate internalfinancial controls system with reference to financial statements and such internalfinancial controls with reference to financial statements were operating effectively as atDecember 31 2018 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
Gurugram Partner
February 27 2019 Membership Number 057084

ANNEXURE B TO INDEPENDENT AUDITORS' REPORT

Referred to in paragraph 9 of the Independent Auditors' Report of even date to theMembers of Vesuvius India Limited on the Ind AS financial statements as of and for theyear ended December 31 2018

i. (a) The Company is maintaining proper records showing full particulars includingquantitative details and situation of fixed assets. by the Management according to aphased programme designed to cover all

(b) The fixed assets are physically verified the items over a period of three yearswhich in our opinion is reasonable having regard to the size of the Company and thenature of its assets. Pursuant to the programme a portion of the fixed assets has beenphysically verified by the Management during the year and no material discrepancies havebeen noticed on such verification.

(c) The title deeds of immovable properties as disclosed in Note 3 on Property plantand equipment to the Ind AS financial statements are held in the name of the Companyexcept for leasehold land at Kolkata as stated in aforesaid Note 3 for which renewal oflease is under progress.

ii. The physical verification of inventory except for goods in transit have beenconducted at reasonable intervals by the Management during the year. The discrepanciesnoticed on physical verification of inventory as compared to book records were notmaterial.

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 Act. Therefore the provisions of Clause 3(iii) (iii)(a) (iii)(b) and(iii)(c) of the said Order are not applicable to the Company.

iv. The Company has not granted any loans or made any investments or provided anyguarantees or security to the parties covered under Section 185 and 186. Therefore theprovisions of Clause 3(iv) of the said Order are not applicable to the Company.

v. The Company has not accepted any deposits from the public within the meaning ofSections 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 Company isrequired to maintain cost records as specified under Section 148(1) of the Act in respectof its products. We have broadly reviewed the same and are of the opinion that primafacie the prescribed accounts and records have been made and maintained. We have nothowever made a detailed examination of the records with a view to determine whether theyare accurate or complete.

vii. (a) According to the information and explanations given to us and the records ofthe Company examined by us in our opinion the Company is regular in depositing theundisputed statutory dues including provident fund employees' state insurance incometax duty of customs goods and service tax and other material statutory dues asapplicable with the appropriate authorities.

(b) According to the information and explanations given to us and the records of theCompany examined by us the particulars of dues of income tax sales tax service taxduty of customs and duty of excise value added tax and goods and service tax as atDecember 31 2018 which have not been deposited on account of a dispute are as follows:

Name of the statute Nature of dues Amount (In 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 Assessment Year 2007 - 08 and 2014 - 15 Commissioner of Income Tax (Appeals)
Central Excise Act 1944 Disallowances of Cenvat credit (Net of Deposits of Rs. 10 lakhs) 275 2006 to 2017 Central Excise and Service Tax Appellate Tribunal Additional Commissioner Assistant Commissioner Commissioner (Appeals)
Central Excise Act 1944 Non-payment of excise duty on Service charges and machine hire charges 108 2000 Central Excise and Service Tax Appellate Tribunal
Customs Act 1962 Classification of High Alumina Cement 108 2005 to 2011 Central Excise and Service Tax Annellate Tribunal
Finance Act 1994 Non / short payment of service tax 12 2006 to 2008 Central Excise and Service Tax Appellate Tribunal
Central Sales Tax Act 1956 Non-submission of forms (net of deposits of Rs. 126 lakhs) 306 2005 - 06 2011 to 2014 2015 - 16 Sales Tax Appellate Tribunal Commissioner (Appeals) Additional Commissioner (Appeals)
Central Sales Tax Act 1956 Disallowance of stock transfer 1955 2008 to 2012 Sales Tax Appellate Tribunal
West Bengal Value Added Tax Act 2003 Non-submission of forms (net of deposits of Rs. 16 lakhs) 154 2011-12 2013- 14 and 2015-16 Commissioner (Appeals)
Andhra Pradesh Value Added Tax Act 2005 Denial of input credits (net of deposits of Rs. 24 lakhs) 21 2011 to 2013 Sales Tax Appellate Tribunal
Andhra Pradesh Value Added Tax Act 2005 Disallowance of stock transfer (net of deposits of Rs. 4.60 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 to 2007 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 our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyinstance of material fraud by the Company or on the Company by its officers or employeesnoticed or reported during the year nor have we been informed of any such case by theManagement.

xi. 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.

xii. As the Company is not a Nidhi Company and the Nidhi Rules 2014 are not applicableto it the provisions of Clause 3(xii) of the Order are not applicable to the Company.

xiii. The Company has entered into transactions with related parties in compliance withthe provisions of Sections 177 and 188 of the Act. The details of such related partytransactions have been disclosed in the Ind AS financial statements as required underIndian Accounting Standard (lnd AS) 24 Related Party Disclosures specified under Section133 of the Act.

xiv. The Company has not made any preferential allotment or private placement of sharesor fully or partly convertible debentures during the year under review. Accordingly theprovisions of Clause 3(xiv) of the Order are not applicable to the Company.

xv. The Company has not entered into any non-cash transactions with its directors orpersons connected with him. Accordingly the provisions of Clause 3(xv) of the Order arenot applicable to the Company.

xvi. The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934. Accordingly the provisions of Clause 3(xvi) of the Order are notapplicable to the Company.

For Price Waterhouse Chartered Accountants LLP
Firm Registration Number : 012754N/N500016
Chartered Accountants
Sougata Mukherjee
Gurugram Partner
February 27 2019 Membership Number 057084