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Welspun Investments & Commercials Ltd.

BSE: 533252 Sector: Financials
NSE: WELINV ISIN Code: INE389K01018
BSE 00:00 | 30 Jul 390.70 -15.45
(-3.80%)
OPEN

425.20

HIGH

428.00

LOW

385.00

NSE 00:00 | 30 Jul 386.30 -17.85
(-4.42%)
OPEN

419.75

HIGH

422.90

LOW

385.00

OPEN 425.20
PREVIOUS CLOSE 406.15
VOLUME 2213
52-Week high 587.00
52-Week low 210.00
P/E 180.05
Mkt Cap.(Rs cr) 143
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 425.20
CLOSE 406.15
VOLUME 2213
52-Week high 587.00
52-Week low 210.00
P/E 180.05
Mkt Cap.(Rs cr) 143
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Welspun Investments & Commercials Ltd. (WELINV) - Auditors Report

Company auditors report

To

The Members of Welspun Investments and Commercials Limited Report on the Audit of theInd AS Financial Statements Opinion

We have audited the accompanying Ind AS financial statements of Welspun Investments andCommercials Limited ("the Company") which comprise the Balance Sheet as at 31March 2020 the Statement of Profit and Loss (including Other Comprehensive Income) theStatement of Changes in Equity and the Cash Flow Statement for the year then ended 31March 2020 and a summary of significant accounting policies and other explanatoryinformation (hereinafter referred to as "Ind AS financial statements").

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 Companies Act 2013 ("the Act") in the manner so required and give a trueand fair view in conformity with the accounting principles generally accepted in Indiaincluding the Ind AS of the state of affairs of the Company as at 31 March 2020 and itsloss (including other comprehensive income) the changes in equity and its cash flows forthe 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 Act. Our responsibilities under those Standards are furtherdescribed in the Auditor's Responsibilities for the Audit of Ind AS Financial Statementssection of our report. We are independent of the Company in accordance with the Code ofEthics issued by the Institute of Chartered Accountants of India together with the ethicalrequirements that are relevant to our audit of the Ind AS financial statements under theprovisions of the Act and Rules thereunder and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the Code of Ethics. We believethat the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our audit opinion on the Ind AS financial statements.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the Ind AS financial statements of the year ended 31 March2020. These matters were addressed in the context of our audit of the Ind AS financialstatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters. We have determined the matters described below to bethe key audit matters to be communicated in our report.

Sr. Key Audit Matter Auditor s Response
1. Guarantee given to bank against liabilities of MEP Cotton Limited
The Company has given guarantee to Punjab National Bank for repayment of liabilities of MEP Cotton Limited of Rs. 107023661. Company has not provided updated status of guarantee to bank. There is no change in status of guarantee given to bank the same has been continued to be disclosed in books as contingent liability (Refer Note 20).

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 Annual Report for 2019-20 but doesnot include the Ind AS financial statements and our auditor's report thereon. Our opinionon the Ind AS financial statements does not cover the other information and we do notexpress any form of assurance conclusion thereon.

In connection with our audit of the Ind AS financial statements our responsibility isto read the other information and in doing so consider whether the other information ismaterially inconsistent with the Ind AS financial statements or our knowledge obtained inthe audit or otherwise appears to be materially misstated. If based on the work we haveperformed we conclude that there is a material misstatement of this other information weare required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Ind ASFinancial 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 Ind AS financial statements that give atrue and fair view of the financial position financial performance including othercomprehensive income changes in equity and cash flows of the Company in accordance withthe accounting principles generally accepted in India including the Indian AccountingStandards (Ind AS) prescribed under Section 133 of the Act read with the Companies (IndianAccounting Standards) Rules 2015 as amended. 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; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the Ind AS financial statements that give a true and fairview and are free from material misstatement whether due to fraud or error.

In preparing the Ind AS financial statements management is responsible for assessingthe

Company's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so. Those Board of Directors are also responsible for overseeing thecompany's financial reporting process.

Auditors Responsibility for the Audit of Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the Ind AS financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these Ind AS financial statements.

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

1) Identify and assess the risks of material misstatement of the Ind AS 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.

2) Obtain an understanding of internal control relevant to the audit in order to designaudit procedures that are appropriate in the circumstances. Under section 143(3)(i) of theAct we are also responsible for expressing our opinion on whether the Company hasadequate internal financial controls system in place and the operating effectiveness ofsuch controls.

3) Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management.

4) 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 entity'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 Ind AS 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 entity to cease tocontinue as a going concern.

5) Evaluate the overall presentation structure and content of the Ind AS financialstatements including the disclosures and whether the Ind AS financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.

Materiality is the magnitude of misstatements in the Ind AS financial statements thatindividually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the Ind AS 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 Ind AS financial statements. We communicate with thosecharged with governance regarding among other matters the planned scope and timing ofthe audit and significant audit findings including any significant deficiencies ininternal 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 communicate with them allrelationships 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 Ind AS financial statements ofthe current period and are therefore the key audit matters. We describe these matters inour auditor's report unless law or regulation precludes public disclosure about the matteror when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Act we give in the "Annexure A" a statement on the matters specified inparagraphs 3 and 4 of the 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 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 Statement of Changes in Equityand the Cash Flow Statement dealt with by this Report are in agreement with the books ofaccount.

d) In our opinion the aforesaid Ind AS financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Companies (Indian AccountingStandards) Rules 2015 as amended.

e) On the basis of the written representations received from the directors as on 31March 2020 taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2020 from being appointed as a director in terms of Section164(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" to this report.

g) The Company has not paid / provided any managerial remuneration to its directors forthe year ended 31 March 2020 as such compliance with provision of Section 197 read withSchedule V of the Act is not required.

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 on its financialposition in its financial statements Refer Note 20 to the Ind AS financial statements;

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

For P Y S & CO LLP
Chartered Accountants
Firm Registration No. 012388S/S200048
(G. D. Joglekar)
Partner
Membership No.: 039407
UDIN: 20039407AAAAIS9932
Place: Mumbai
Dated: June 29 2020

ANNEXURE  A TO THE INDEPENDENT AUDITORS' REPORT

(Referred to in paragraph 1 under the heading eReport on Other Legal andRegulatory Requirementsof our report of even date)

1. The Company does not have any fixed assets. Accordingly the provisions of clause3(i)(a) 3(i)(b) and 3(i)(c) of the Order are not applicable to the Company.

2. The Company is maintaining proper records of inventory. According to information andexplanations given to us the Company has only purchases and sales directly from suppliersto buyers and as such no physical inventory is with the Company during the year.Accordingly the provisions of clause 3(ii) of the Order relating to physical verificationof inventory are not applicable to the Company during the year.

3. According to information and explanations given to us the Company has not grantedany loans secured or unsecured to companies firms Limited Liability Partnerships orother parties covered in the register maintained under Section 189 of the Act.Accordingly the provisions of clause 3(iii) of the Order are not applicable to theCompany.

4. According to information and explanations given to us in respect of loansinvestments guarantees and securities the Company has complied with the provisions ofsection 185 and 186 of the Companies Act 2013.

5. According to the information and explanations given to us the Company has notaccepted any deposits during the year within the meaning of Sections 73 to 76 of the Actand the rules framed thereunder.

6. In our opinion and according to the information and explanations given to us therequirement for maintenance of cost records pursuant to the Companies (cost records andaudit) Rules 2014 specified by the Central Government of India under Section 148 of theCompanies Act 2013 are not applicable to the Company for the year under audit.

7. (a) According to the information and explanation given to us the Company has beengenerally regular in depositing the undisputed statutory dues including provident fundemployees' state insurance income tax goods and service tax custom duty cess and othermaterial statutory dues as applicable with the appropriate authorities. No undisputedamounts payable in respect of aforesaid statutory dues were outstanding as on the last dayof the financial year for a period of more than six months from the date they becamepayable except stamp duty payable of Rs. 244088.

(b) According to the information and explanations given to us there are no dues ofincome tax goods and service tax customs duty and cess which have not been deposited onaccount of any dispute.

8. According to the information and explanations given to us the Company does not haveany loans or borrowings from banks or financial institutions or government or debentureholders. Accordingly paragraph 3(viii) of the Order is not applicable to the Company.

9. According to the information and explanations given to us the Company has notraised moneys by way of initial public offer or further public offer (including debtinstruments). The Company does not have any term loans during the year.

10. According to the information and explanation given to us we have neither comeacross any instances of fraud by the Company or any fraud on the Company by its officersor employees have been noticed or reported during the year nor have we been informed ofany such cases by the management.

11. According to the information and explanations given to us the Company has not paidor provided managerial remuneration during the year.

12. According to the information and explanations given to us the Company is not aNidhi Company. Accordingly the provisions of clause 3(xii) of the Order are notapplicable to the Company.

13. According to the information and explanations given to us all transactions withthe related parties are in compliance with section 177 and 188 of Companies Act 2013 andthe Company has disclosed related party transactions in the Financial Statements asrequired by the accounting standards.

14. According to the information and explanations given to us the Company has not madepreferential allotment or private placement of shares or fully or partly convertibledebentures during the year.

15. According to the information and explanations given to us the Company has notentered into any non-cash transactions with directors or persons connected with him duringthe year. Accordingly paragraph 3(xv) of the Order is not applicable to the Company.

16. According to the information and explanations given to us as the Company is CoreInvestment Company (CIC) which is not Systemically Important Core Investment Company thecompany is not required to be registered under section 45-IA of the Reserve Bank of IndiaAct 1934 and hence provisions of clause 3(xvi) of the Order are not applicable to theCompany.

For PYS & CO LLP
Chartered Accountants
Firm Registration No.: 012388S/S200048
(G. D. Joglekar)
Partner
Membership No.: 039407
UDIN: 20039407AAAAIS9932
Place: Mumbai
Dated: June 29 2020

ANNEXURE eB TO THE INDEPENDENT AUDITOR S REPORT

(Referred to in paragraph 2(f) under the heading e Report on Other Legal andRegulatory Requirementss of our report of even date)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 (gthe Acth)

We have audited the internal financial controls over financial reporting of WelspunInvestments and

Commercials Limited ("the Company") as of 31 March 2020 in conjunction withour audit of the Ind AS 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. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe 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 "GuidanceNote") and the

Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10)of the Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls and both issued bythe Institute of Chartered Accountants of India. Those Standards and the Guidance Noterequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls over financialreporting was established and maintained and if such controls operated effectively in allmaterial 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 Ind AS 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 Ind AS financial statements for external purposes in accordance withgenerally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of Ind ASfinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance withauthorisations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorised acquisition use ordisposition of the company's assets that could have a material effect on the Ind ASfinancial 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 31 March 2020 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 PYS & CO LLP
Chartered Accountants
Firm Registration No.: 012388S/S200048
(G. D. Joglekar)
Partner
Membership No.: 039407
UDIN: 20039407AAAAIS9932
Place: Mumbai
Dated: June 29 2020