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Warren Tea Ltd.

BSE: 508494 Sector: Agri and agri inputs
NSE: WARRENTEA ISIN Code: INE712A01012
BSE 09:31 | 24 Jun 64.00 -0.95
(-1.46%)
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65.00

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65.00

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64.00

NSE 05:30 | 01 Jan Warren Tea Ltd
OPEN 65.00
PREVIOUS CLOSE 64.95
VOLUME 52
52-Week high 68.45
52-Week low 39.90
P/E
Mkt Cap.(Rs cr) 76
Buy Price 64.00
Buy Qty 48.00
Sell Price 65.00
Sell Qty 110.00
OPEN 65.00
CLOSE 64.95
VOLUME 52
52-Week high 68.45
52-Week low 39.90
P/E
Mkt Cap.(Rs cr) 76
Buy Price 64.00
Buy Qty 48.00
Sell Price 65.00
Sell Qty 110.00

Warren Tea Ltd. (WARRENTEA) - Auditors Report

Company auditors report

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Warren TeaLimited ("the Company") which comprise the Balance Sheet as at 31stMarch 2020 and the Statement of Profit and Loss (including Other Comprehensive Income)the Statement of Changes in Equity and the Cash Flow Statement for the year then endedand a summary of significant accounting policies and other explanatory information.

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 Companies Act 2013 ("the Act") in the manner so required and give a trueand fair view in conformity with the Indian Accounting Standards prescribed under section133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015 asamended (" Ind AS") and other accounting principles generally accepted inIndia of the state of affairs of the Company as at 31st March 2020 and itsnet loss and other comprehensive loss its cash flows and the changes in equity for theyear ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with theStandards on Auditing specified under section 143(10) of the Act (SAs). Ourresponsibilities under those Standards are further described in the Auditor'sResponsibility for the audit of the Standalone Financial Statements section of our report.We are independent of the Company in accordance with the Code of Ethics issued by theInstitute of Chartered Accounts of India (ICAI) together with the ethical requirementsthat are relevant to our audit of the standalone financial statements under the provisionsof the Act and the Rules made there under and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the ICAI's Code of Ethics. Webelieve that the audit evidence obtained by us is sufficient and appropriate to provide abasis for our audit opinion on the standalone financial statements.

Key Audit Matters

Key Audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone financial statements of the current period.These matters were addressed in the context of our audit of the standalone financialstatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters. We have determined the matter described below to be thekey audit matter to be communicated in our report.

Sl. No. Key Audit Matter Auditor's Response
1. The Company has incurred cash losses during the previous four consecutive Financial Year and the financial performance of the company during the current Financial year was also adversely affected by the outbreak of Covid-19 pandemic in the second half of March 2020 resulting in loss of production. In forming our opinion we have taken into consideration the steps taken / are being proposed to be taken to improve the financial performance of the company till the signing of this report.
This was considered to be a Key Audit Matter for which judgement was to made in informing our audit opinion.
2. Modified Audit Procedures carried out in light of Covid- 19 outbreak Accordingly we modified our audit procedures as follows:-
Due to outbreak of COVID-19 pandemic nationwide lockdown and travel restrictions imposed by the Government we could not visit the Tea Estates of the company and could not gather audit evidence in person/ physically/through discussions and personnel interaction with those charged with governance at the Tea Estates. i). We conducted our audit on the basis of scanned copy of documents and other records made available to us electronically.
Accordingly the audit procedures were modified and this modified audit procedures were considered to be a Key ii). Made enquiries and gathered necessary audit evidence through discussion over phone call/ conference call and other similar communication channel with those charge with governance at the Tea Estates of the Company.
Audit Matter. iii). Checking of records documents etc. provided to us by the company through digital medium and remote access to the operating system of the company.

Information Other than the Financial Statements and Auditor's Report Thereon

? 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 & Analysis Report but does not include the standalone financialstatements and our auditor's report thereon.

? Our opinion on the standalone financial statements does not cover the otherinformation and we do not express any form of assurance conclusion thereon.

? In connection with our audit of the standalone financial statements ourresponsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the standalone financial statements orour knowledge obtained during the course of our audit or otherwise appears to bematerially misstated.

? If based on the work we have performed we conclude that there is a materialmisstatement of this other information we are required to report that fact. We havenothing to report in this regard.

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 includingother comprehensive income cash flows and changes in equity of the company in accordancewith the accounting principles generally accepted in India including the Indian AccountingStandards (Ind –AS) specified in the Companies (Indian Accounting Standards) Rules2015 (as amended) under section 133 of the Act. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding of the assets of the company and for preventing and detecting frauds andother irregularities ; selection and application of appropriate accounting policies;making judgments and estimates that are reasonable and prudent; and design implementationand maintenance of adequate internal financial controls that were operating effectivelyfor ensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the standalone financial statement that give a true andfair view and are free from material 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 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 Responsibility 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 standalone financial statements.

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

? Identify and assess the risks of material misstatement of the standalone financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.

? Obtain an understanding of internal financial control relevant to the audit in orderto design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls system in place and the operatingeffectiveness of such controls.

? Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by the 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 significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe standalone financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor's report. However future events or conditions may cause the Company to cease tocontinue as a going concern.

? Evaluate the overall presentation structure and content of the standalone financialstatements including the disclosures and whether the standalone financial statementsrepresent 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 Auditor's 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 Section 143(3) of the Act based on our audit we report that :

(a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purpose of our audit.

(b) In our opinion proper books of account as required by law have been kept by thecompany so far as it appears from our examination of those books.

(c) The Balance Sheet the Statement of Profit and Loss including Other ComprehensiveIncome the Statement of Changes in Equity and the Cash Flow Statement dealt with by thisReport are in agreement with the relevant books of account.

(d) In our opinion the aforesaid standalone financial statements comply with theInd-AS specified under Section 133 of the Act.

(e) On the basis of the written representations received from the directors as on 31stMarch 2020 taken on record by the Board of Directors none of the directors aredisqualified as on 31st March 2020 from being appointed as a director in termsof section 164(2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financialreporting the company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure A". Our report expresses an unmodified opinion onthe adequacy and operating effectiveness of the Company's internal financial controls overfinancial reporting.

(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 as amended inour opinion and to the best of our information and according to the explanations given tous :

i) The company has disclosed the impact of pending litigations of its financialposition in its standalone financial statements – Refer Note 31(9).

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.

2. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government in terms of section 143(11) of the Act we give in"Annexure B" a statement on the matters specified in paragraphs 3 and 4 of theOrder.

Place: Kolkata Date: 30 June 2020

For B M Chatrath & Co LLP Chartered Accountants

Firm Registration Number: 301011E/E300025

Sukhpreet S. Sidhu Partner

Membership Number 052187 UDIN No:- 20052187AAAAAK2561

'ANNEXURE – A' TO THE INDEPENDENT AUDITOR'S REPORT

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 WarrenTea Limited ("the Company") as of March 31 2020 in conjunction with ouraudit of the standalone financial statements of the Company for the year ended on thatdate.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India (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 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 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 included obtaining anunderstanding of internal financial controls over financial reporting assessing the riskthat a material weakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The procedures selecteddepend on the auditor's judgement including the assessment of the risks of materialmisstatement 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:

i). pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;

ii). 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 authorisations of the management and directors of the company; and

iii) provide reasonable assurance regarding prevention or timely detection ofunauthorised 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 and to the best of our information and according to the explanationsgiven to us the Company has in all material respects an adequate internal financialcontrols system over financial reporting and such internal financial controls overfinancial reporting were operating effectively as at March 31 2020 based on the internalcontrol over financial reporting criteria established by the Company considering theessential components of internal control stated in the Guidance Note on Audit of InternalFinancial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

Place: Kolkata

Date: 30 June 2020

For B M Chatrath & Co LLP Chartered Accountants

Firm Registration Number: 301011E/E300025

Sukhpreet S. Sidhu Partner

Membership Number 052187 UDIN :- 20052187AAAAAK2561

ANNEXURE "B" TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 2 under ‘Report on other Legal and RegulatoryRequirements' section of our report of even date)

(i). (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of property plants and equipment.

(b) Property Plant and Equipment were physically verified during the year by theManagement in a phased programme which in our opinion provides for physical verificationof all the fixed assets at reasonable intervals and according to information andexplanations given to us no material discrepancies were noticed on such verification.

(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the company the title deed of immovable properties are heldin the name of the Company as at the Balance Sheet date.

(ii). As explained to us the inventory of the Company has been physically verifiedduring the year by the Management. In our opinion the frequency of such verification isreasonable and no material discrepancies were noticed on such physical verification.

(iii). The Company has not granted any loans secured or unsecured to companiesfirms Limited Liability Partnerships or other parties covered in the register maintainedunder section 189 of the Companies Act 2013. Hence clause (iii)(a) (iii)(b) &(iii)(c) of the order is not applicable to the company.

(iv). In our opinion and according to the information and explanations given to us inrespect of loans guarantees investments and security the company has complied with theprovisions of section 185 and 186 of the Companies Act 2013.

(v). The Company has not accepted any deposits from the public hence the clause 3 (v)of the order is not applicable to the company.

(vi). We have broadly reviewed the books of account maintained by the Company pursuantto the Rules made by the Central Government for the maintenance of cost records undersection 148(i) of the Act and are of the opinion that prima facie the prescribedaccounts and records have been made and maintained.

(vii). (a) According to the information and explanations given to us and the records ofthe Company examined by us in our opinion the Company has been regular in depositing theundisputed statutory dues including Provident Fund Employees State Insurance Income taxSales-tax Service tax Goods & Service Tax Customs duty Excise duty Value addedtax Cess and other statutory dues as applicable with the appropriate authorities.

According to the information and explanations given to us no undisputed amountspayable in respect of the above items were in arrears as at March 31 2020 for a periodexceeding six months from the date they became payable.

(b) According to the information and explanation given to us and the records of theCompany examined by us the particulars of dues of Income-Tax Sales Tax Service TaxGoods & Service Tax Customs Duty Excise duty Value added tax as at March 31 2020which have not been deposited on account of Dispute are as follows:

Name of the Statute Nature of the dues Amount (Rs. in lacs) Period to which the amount relates Forum where dispute is pending
Income Tax Act 1961 Income Tax 33.53 2014 – 2015 Deputy Commissioner of Income Tax
4.67 2013-2014 Commissioner of Income Tax – Appeals
0.09 2012-13 Commissioner of Income Tax – Appeals
153.58 2011-12 Commissioner of Income Tax – Appeals
Name of the Statute Nature of the dues Amount (Rs. in lacs) Period to which the amount relates Forum where dispute is pending
Central Sales Tax Act 1956 Assam General Sales Tax & Central Sales Tax 1.56 2008 - 2009 Deputy Commissioner of Taxes
66.60 1998 – 1999
Assam General Sales Tax & Central Sales Tax 1.71 1997 - 1998 Commissioner of Taxes
4.15 1998 - 1999
Assam General Sales Tax Act 1993 Assam General Sales Tax & Central Sales Tax 9.71 2004 – 2005 Guwahati High Court
0.94 1997 - 1998
6.95 2004 – 2005

(viii). According to the records of the Company examined by us and the information andexplanations given to us the Company has not defaulted in repayment of dues to any banksat the Balance Sheet date. The Company had neither any outstanding debenture nor has itissued any debenture during the year.

(ix). The Company has not raised money by way of initial public offer or further publicoffer (including debt instruments). Further money raised by way of term loans on anoverall basis have been applied for the purposes for which they were obtained.

(x). During the course of our examination of the books and records of the company andaccording to the information and explanations given to us we have neither come across anyinstances of material fraud on or by the Company by its officers or employees beingnoticed or reported during the year nor have we been informed of such case by theManagement.

(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 ManagerialRemuneration in accordance with the requisite approvals of Shareholders/Central Governmentas mandated by the provisions of Section 197 read with Schedule V to the CompaniesAct2013.

(xii). The company is not a Nidhi Company as per the provisions of section 406 (1) ofthe Companies Act 2013. Hence clause 3 (xii) of the order is not applicable to thecompany.

(xiii). According to the records of the Company examined by us and the information andexplanations given to us all transactions with the related parties are in compliance withsections 177 and 188 of Companies Act 2013 where applicable and the details have beendisclosed in the Financial Statements as required by the applicable Indian accountingstandards.

(xiv). The company has not made any preferential allotment or private placement ofshares or fully or partly paid debentures during the year under review. Hence clause 3(xiv) of the Order is not applicable to the company.

(xv). The company has not entered into any non-cash transactions with directors orpersons connected to its directors and hence provisions of Section 192 of the CompaniesAct 2013 are not applicable to the Company.

(xvi). The company is not required to register itself under section 45-IA of theReserve Bank of India Act 1934.

Place: Kolkata

Date: 30 June 2020

For B M Chatrath & Co LLP Chartered Accountants

Firm Registration Number: 301011E/E300025

Sukhpreet S. Sidhu Partner

Membership Number 052187

UDIN :- 20052187AAAAAK2561