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Waterbase Ltd.

BSE: 523660 Sector: Others
NSE: WATERBASE ISIN Code: INE054C01015
BSE 00:00 | 18 Jun 192.05 -9.50
(-4.71%)
OPEN

200.10

HIGH

202.00

LOW

191.50

NSE 05:30 | 01 Jan Waterbase Ltd
OPEN 200.10
PREVIOUS CLOSE 201.55
VOLUME 62795
52-Week high 417.50
52-Week low 84.35
P/E 26.60
Mkt Cap.(Rs cr) 796
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 200.10
CLOSE 201.55
VOLUME 62795
52-Week high 417.50
52-Week low 84.35
P/E 26.60
Mkt Cap.(Rs cr) 796
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Waterbase Ltd. (WATERBASE) - Auditors Report

Company auditors report

TO THE MEMBERS OF

The Waterbase Limited

Report on the Financial Statements

We have audited the accompanying Ind AS financial statements of The WaterbaseLimited ("the Company") which comprise the Balance Sheet as at March 312017 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 explanatory information.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the 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 (Ind AS) specified under Section 133 ofthe Act read with Rule 7 of the Companies (Accounts) Rules 2014 and the Companies(Indian Accounting Standards) Rules 2015 as amended.

This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding of the assets of the Companyand 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 Ind AS financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these financial statements based on ouraudit.

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

We conducted our audit of the financial statements in accordance with the Standards onAuditing specified under Section 143(10) of the Act and other applicable authoritativepronouncements issued by the Institute of Chartered Accountants of India. Those Standardsand pronouncements require that we comply with ethical requirements and plan and performthe audit to obtain reasonable assurance about whether the Ind AS financial statements arefree from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the Ind AS financial statements. The procedures selected depend on theauditors' judgment including the assessment of the risks of material misstatement of theInd AS financial statements whether due to fraud or error. In making those riskassessments the auditor considers internal financial control relevant to the Company'spreparation of the Ind AS financial statements that give a true and fair view in order todesign audit procedures that are appropriate in the circumstances. An audit also includesvaluating the appropriateness of the accounting policies used and the reasonableness ofthe accounting estimates made by the Company's Directors as well as evaluating theoverall presentation of the Ind AS financial statements.

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

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 including Ind AS of the state ofaffairs of the Company as at March 31 2017 and its profit (including other comprehensiveincome) its cash flows and the changes in equity for the year ended on that date.

Other Matter

The financial information of the Company for the year ended March 31 2016 and thetransition date opening balance sheet as at April 1 2015 included in these financialstatements are based on the previously issued statutory financial statements for theyears ended March 31 2016 and March 31 2015 prepared in accordance with the Companies(Accounting Standards) Rules 2006 (as amended) which were audited by us and and on whichwe expressed an unmodified opinion dated May 24 2016 and May 21 2015 respectively. Theadjustments to those financial statements for the differences in accounting principlesadopted by the Company on transition have been audited by us.

The financial statements of Pinnae Feeds Limited were audited by other auditor andwhose report has been furnished to us by the Management which were included in thefinancial statements pursuant to amalgamation with the Company (refer Note 36) and ouropinion on the merged financial statements in so far as it relates to the amounts anddisclosures included in respect of Pinnae Feeds limited is based solely on the reports ofthe other auditor.

Emphasis of Matter

As per the Order of the National Company Law Tribunal Hyderabad ("NCLT") onthe Scheme of Amalgamation of Pinnae Feeds Limited (the Transferor Company) with TheWaterbase Limited (the Transferee Company) the financials have been restated with effectfrom August 1 2015 being the appointed date for coming into force of the said scheme. TheOrder of NCLT dated November 14 2017 was received on November 22 2017 and the effect ofamalgamation have been given by incorporating all the transactions in the books ofaccounts of Transferee Company with effect from August 1 2015 to comply with the Order.

The financial statements of erstwhile Pinnae Feeds Limited (the "TransferorCompany") as audited by other auditor were included in the financial statementspursuant to amalgamation with the Company (refer Note 36) which constitute total assetsof Rs. 7741.20 Lakhs and net assets of Rs. 1350.97 Lakhs as at July 31 2015 totalrevenue of Rs. 4535.29 Lakhs and net profit of Rs. 9.52 Lakhs for the period then ended.

Report on Other Legal and Regulatory Requirements

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 and4 of the Order.

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.

(d) In our opinion the aforesaid Ind AS financial statements comply with the IndianAccounting Standards specified under Section 133 of the Act.

(e) On the basis of the written representations received from the directors as on March31 2017 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2017 from being appointed as a director in terms of Section 164 (2) of theAct.

(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 March 312017 on its financial position in its Ind AS financial statements;

ii. The Company does not have any long term contracts including derivative contractsfor which 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 during the year ended March 312017;

iv. The Company has provided requisite disclosures in the Ind AS financial statementsas to holding as well as dealings in Specified Bank Notes during the period from November8 2016 to December 30 2016 on the basis of information available with the Company.Based on audit procedures and relying on management's representation we report thatdisclosures are in accordance with the books of accounts maintained by the Company and asproduced to us by the Management (refer Note 37).

For Mitra Kundu & Basu
Chartered Accountants
Firm Registration Number: 302061E
(S. Das)
November 29 2017 Partner
New Delhi Membership No. 051391

Annexure A to Independent Auditors' Report

Report on the Internal Financial Controls under Clause (i) of Sub-section3 of Section143 of the Companies Act (2013) ("the Act")

We have audited the internal financial controls over financial reporting of TheWaterbase Limited ("the Company") as of March 31 2017 in conjunction with ouraudit 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.

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 deemed to be prescribedunder section 143(10) of the Act to the extent applicable to an audit of internalfinancial controls both applicable to an audit of internal financial controls and bothissued 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 financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that

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

(2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorisations of management and directors of the company; and

(3) 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 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 31 2017 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For Mitra Kundu & Basu
Chartered Accountants
Firm Registration Number: 302061E
(S. Das)
November 29 2017 Partner
New Delhi Membership No. 051391

Annexure B to Independent Auditors' Report

The Annexure referred to in Independent Auditors' Report of even date to the members ofThe Waterbase Limited on the Ind AS financial statements for the year ended March 312017 we report that:

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 a portion of the fixed assets has been physicallyverified by the Management during the year and no material discrepancies have been noticedon 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 deeds of immovable properties areheld in the name of the Company.

ii. The physical verification of inventory have been conducted at reasonable intervalsby the Management during the year. The discrepancies noticed on physical verification ofinventory as compared to book records were not material and have been appropriately dealtwith in the books of accounts.

iii. In our opinion and according to the information and explanations given to us theCompany has not granted any secured and or unsecured loans to companies firms and orlimited liability partnerships or other parties covered in the register maintained underSection 189 of the Companies Act 2013.

iv. In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Section 185 and 186 of the Companies Act 2013in respect of the loans and investments made and guarantees and security provided by it.

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. The Central Government has not prescribed the maintenance of cost records underSection 148 (1) of the Act.

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 generally regular in depositingundisputed statutory dues in respect of sales tax including value added tax employeesstate insurance provident fund and income tax and is regular in depositing undisputedstatutory dues including service tax duty of customs duty of excise cess and othermaterial statutory dues as applicable with the appropriate authorities.

(b) According to the information and explanations given to us and the records of theCompany examined by us the dues outstanding as at March 31 2017 in respect of incometax sales tax service tax customs duty excise duty value added tax and cess onaccount of any dispute are as follows:

Name of the statute Nature of dues Amount (in Rs.) Period to which the amount relates Forum where dispute is pending
Custom Duty Import Duty on Raw Materials 532.40 Lakhs 1995-96 Chennai - High Court
Custom-Central Excise & Service Tax Service tax on Commission to Foreign Agents 63.86 Lakhs 2006-07 CESTAT-Bangalore
- Do - Disallowance of Cenvat Credit 49.48 Lakhs February 2007 to March 2009 A.P. High Court
Sales tax Sales Tax 65.86 Lakhs April 2009 to March 2010 Dy. Commissioner (C.T.) Commercial Tax Dept. Andhra Pradesh.
Income Tax Income Tax 11.15 Lakhs Asst. Years 2009-10 2010-11 Deputy CIT Kolkata
2012-13 2014-15

viii. According to the records of the Company examined by us and the information andexplanation given to us the Company has not defaulted in repayment of loans or borrowingsto any financial institution or bank or Government or dues to debenture holders as at thebalance sheet date.

ix. In our opinion and according to the information and explanations given to us termloans 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 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. According to the information and explanations give 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 mandated by the provisions ofSection 197 read with Schedule V to the Act.

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 under IndAS 24 Related Party Disclosures specified under Section 133 of the Act read with Rule 7of the Companies (Accounts) Rules 2015.

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 Mitra Kundu & Basu
Chartered Accountants
Firm Registration Number: 302061E
(S. Das)
New Delhi Partner
November 29 2017 Membership No. 051391