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Victoria Mills Ltd.

BSE: 503349 Sector: Infrastructure
NSE: N.A. ISIN Code: INE203D01016
BSE 14:42 | 19 May 2190.00 -76.00
(-3.35%)
OPEN

2265.00

HIGH

2266.00

LOW

2190.00

NSE 05:30 | 01 Jan Victoria Mills Ltd
OPEN 2265.00
PREVIOUS CLOSE 2266.00
VOLUME 5
52-Week high 3840.00
52-Week low 1805.00
P/E
Mkt Cap.(Rs cr) 22
Buy Price 2191.25
Buy Qty 1.00
Sell Price 2264.00
Sell Qty 1.00
OPEN 2265.00
CLOSE 2266.00
VOLUME 5
52-Week high 3840.00
52-Week low 1805.00
P/E
Mkt Cap.(Rs cr) 22
Buy Price 2191.25
Buy Qty 1.00
Sell Price 2264.00
Sell Qty 1.00

Victoria Mills Ltd. (VICTORIAMILLS) - Auditors Report

Company auditors report

To the Members of THE VICTORIA MILLS LIMITED

Report on audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of THE VICTORIAMILLS LIMITED (‘the Company') which comprises Balance Sheet as at 31stMarch 2021 the Statement of Profit and Loss (including Other Comprehensive Income)statement of changes in equity and statement of cash flow for the year then ended andnotes to the financial statements including a summary of significant accounting policiesand other explanatory information (herein after referred to as "the StandaloneFinancial Statements").

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the The Companies Act 2013 ("the Act") in the manner so required and give atrue and fair view in conformity with the Indian Accounting Standards prescribed under Sec133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015 asamended (‘Ind AS') and other accounting principles generally accepted in India ofthe standalone state of affairs of the Company as at March 31 2021 and its loss changesin equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Companies Act 2013. Our responsibilities under thoseStandards are further described in the Auditor's Responsibilities for the Audit of theStandalone Financial Statements section of our report. We are independent of the Companyin accordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia (ICAI) together with the ethical requirements that are relevant to our audit of theStandalone Financial statements under the provisions of the Act and the Rules there underand we have fulfilled our other ethical responsibilities in accordance with theserequirements and the ICAI's Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.

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 Standalone financial statements as awhole and in forming our opinion thereon and we do not provide a separate opinion onthese matters.

Management's Responsibility for the Standalone Financial Statements

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 Standalone financial statementsthat give a true and fair view of the financial position financial performance changesin equity and cash flows of the Company in accordance with the accounting principlesgenerally accepted in India including the Accounting Standards specified under Section133 of the Act. This responsibility also includes maintenance of adequate accountingrecords in accordance with the provision of the Act for safeguarding of the assets of theCompany and for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe Standalone financial Statement that give a true and fair view and are free frommaterials misstatement whether due to fraud or error.

In preparing the Standalone financial statements management is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company's financialreporting process.

Auditor's Responsibilities for the Audit of the Standalone Financial Statements

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

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 standalonefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

• Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under section 143(3)(i)of the Act 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 reasonablenessof accounting estimates and related disclosures in the standalone financial statementsmade by the Management and Board of Directors.

• Conclude on the appropriateness of the Management and Board of Directors use ofthe going concern basis of accounting and based on the audit evidence obtained whether amaterial uncertainty exists related to events or conditions that may cast significantdoubt on the Company's ability to continue as a going concern. If we conclude that amaterial uncertainty exists we are required to draw attention in our Auditors' Report tothe related disclosures in the standalone financial statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our Auditors' 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 standalonefinancial statements including the disclosures and whether the standalone financialstatements represent the underlying transactions and events in a manner that achieves fairpresentation.

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

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

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

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

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 Section 143 (11) of the Act we givein the "Annexure A" a statement on matters specified in paragraph 3 & 4 ofthe order to the extent applicable.

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

a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the 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 Standalone Balance Sheet the Standalone Statement of Profit and Loss (includingOther Comprehensive Income) the standalone statement of changes in equity and thestandalone statement of Cash Flow Statement dealt with by this Report are in agreementwith the books of account.

d) In our opinion the aforesaid standalone financial statements comply with AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Account) Rule 2014;

e) On the basis of the written representations received from the directors as on 31stMarch 2021 and taken on record by the Board of Directors we report that none of thedirectors is disqualified as on 31st March 2021 from being appointed as adirectors 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".

g) With respect to the other matters to be included in the Auditor's Report inaccordance with the requirements of section 197(16) of the Act as amended :

In our opinion and to the best of our information and according to the explanationsgiven to us the remuneration paid by the Company to its directors during the year is inaccordance with the provisions of section 197 of the Act.

h) 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. As informed to us the Company does not have any pending litigations which wouldimpact its financial position;

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 VASANI & THAKKAR
Chartered Accountants
Firm Registration Number: 111296W
R. N. Vasani
(Partner)
Place : Mumbai Membership No. 012217
Date : June 07 2021 UDIN: 21012217AAAABT3087

ANNEXURE A TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 1 under the section ‘Report on Other Legal andRegulatory Requirements' of our report of even date)

Report on Companies (Auditor's Report) Order 2016 (‘the Order') issued by theCentral Government in terms of Section 143(11) of the Companies Act 2013 (‘the Act')of THE VICTORIA MILLS LIMITED (‘the Company') on the standalone financial statementsfor the year ended 31st March 2021 we report that:

i. In respect of the Company's fixed assets:

a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

b) Major part of fixed assets has been physically verified by the management atreasonable intervals. In our opinion the frequency of verification is reasonable havingregard to the size of the Company and the nature of its assets. According to theinformation and explanation given to us no material discrepancies were noticed on suchverification.

c) The Company has sufficient evidence that it is the owner of the immovable propertysince 1937.

ii. Inventory of the Company comprises of work in progress of Real Estate Developmentwhich comprises of purchase of land and direct expenses on the project. Due to reasonsstated above there is no question of physical verification and discrepancies on suchverification.

iii. The Company has not granted any loans secured or unsecured to companies firmsLLP for any other parties covered in the register maintained under Sec 189 of theCompanies Act 2013. 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 neither given any loans guarantees and security as mentioned insection 185 nor has made any investment as mentioned in section 186.

v. The Company has not accepted any deposits from the public within the meaning of thedirectives issued by the Reserve Bank of India provisions of Section 73 to 76 of the Actany other relevant provisions of the Act and the relevant rules framed thereunder.

vi. As informed to us the Central Government has not prescribed maintenance of costrecords under sub-section (1) of Section 148 of the Act in respect of the activitiescarried on by the Company.

vii. According to the information and explanation given to us and on the basis of ourexamination of records in respect of statutory dues:

a) The company is regular in depositing undisputed statutory dues including income taxGST profession tax and other statutory dues applicable to it.

b) According to the information and explanations given to us there were no undisputedamounts payable in respect of Income-tax Wealth Tax Custom Duty Excise Duty sales taxVAT GST Service Tax Cess and other material statutory dues in arrears /were outstandingas at

3151 March 2021 for a period of more than six months from the date theybecame payable. According to the records of the company there are no dues outstanding ofincome-tax sales-tax service tax GST duty of customs duty of excise and value addedtax on account of any dispute.

viii. In our opinion and according to the information and explanations given to us theCompany has not defaulted in the repayment of loans or borrowings to banks. The Companydid not have any outstanding loans or borrowings from financial institutions or Governmentand there are no dues to debenture holders during the year.

ix. The company has not raised moneys by initial public offer or further public offer(including debt instrument) or term loans during the year. Accordingly paragraph 3(ix) ofthe order is not applicable.

x. Based upon the audit procedures performed and according to the information andexplanations given to us no fraud by the company or any fraud on the company by itsofficers or employees has been noticed or reported during the course of our audit.

xi. In our opinion and according to the information and explanations given to usmanagerial remuneration has been paid/provided in accordance with the requisite approvalsmandated by the provisions of section 197 read with Schedule V to the Act.

xii. The company is not a Nidhi Company and the Nidhi Rules 2014 are not applicable toit the provisions of Clause 3(xii) of the Order are not applicable to the Company.

xiii. On the basis of our examination and explanations given to us the company hascomplied with the section 177 and 188 of the Act in respect of related party transactionswhere applicable and details have been disclosed in the standalone financial statementsbased on applicable accounting standards.

xiv. The company has not made any preferential allotment or private placement of sharesor fully or partly convertible debentures during the year under review. Hence reportingunder paragraph 3(xiv) is not applicable.

xv. Based on our examination and according to the information and explanations given tous the company has not entered into any non-cash transactions with directors or personsconnected with them. Accordingly reporting under paragraph 3(xv) is not applicable.

xvi. According to the information and explanations given to us and based on ourexamination of the records of the company The company is not required to be registeredunder section 45-IA of the Reserve Bank of India Act 1934. Accordingly the provisions ofClause 3(xvi) of the Order are not applicable to the Company

For VASANI & THAKKAR
Chartered Accountants
Firm Registration Number: 111296W
R. N. Vasani
(Partner)
Place : Mumbai Membership No. 012217
Date : June 07 2021 UDIN: 21012217AAAABT3087

ANNEXURE B TO THE INDEPENDENT AUDITOR'S REPORT

Report on Internal Financial Controls under Clause (i) of Subsection 3 of Section 143of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of TheVictoria Mills Limited ("the Company") as of March 312021 in conjunction withour audit of the financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of 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 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 Act.

Auditor's 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 deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls. Those Standards and the GuidanceNote require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether adequate internal financial controls overfinancial reporting was established and maintained and if such controls operatedeffectively 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 auditor's judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover 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 inaccordance with authorizations of management and directors of the Company; and

(3) provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition use or disposition of the Company's assets that could have amaterial effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material 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 March 312021 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 ICAI.

For VASANI & THAKKAR
Chartered Accountants
Firm Registration Number: 111296W
R. N. Vasani
(Partner)
Place : Mumbai Membership No. 012217
Date : June 07 2021 UDIN: 21012217AAAABT3087

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