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Welterman International Ltd.

BSE: 526431 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE662D01013
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NSE 05:30 | 01 Jan Welterman International Ltd
OPEN 2.85
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VOLUME 110
52-Week high 4.10
52-Week low 2.85
P/E 285.00
Mkt Cap.(Rs cr) 1
Buy Price 2.95
Buy Qty 100.00
Sell Price 3.00
Sell Qty 90.00
OPEN 2.85
CLOSE 2.85
VOLUME 110
52-Week high 4.10
52-Week low 2.85
P/E 285.00
Mkt Cap.(Rs cr) 1
Buy Price 2.95
Buy Qty 100.00
Sell Price 3.00
Sell Qty 90.00

Welterman International Ltd. (WELTERMANINTL) - Auditors Report

Company auditors report

To

THE MEMBERS

WELTERMAN INTERNATIONAL LIMITED

VADODARA

Report on the Audit of the Financial Statements

Opinion

We have audited the accompanying financial statements of Welterman InternationalLimited ("the Company") which comprise the Balance Sheet as at March 312019 the Profit and Loss Statement and 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 financial statements give the information required by theCompanies Act 2013 ("the Act") in the manner so required and give a true andfair view in conformity with the Indian Accounting Standards prescribed under section 133of the Act read with the Companies (Indian Accounting Standards) Rules 2015 as amended("Ind AS") and other accounting principles generally accepted in India of thestate of affairs of the Company as at March 312019 the profit and total comprehensiveincome changes in 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 theFinancial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountantsof India together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Companies Act 2013 and the Rulesthereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the 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 financial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters. Wehave determined the matters described below to be the key audit matters to be communicatedin our report.

Sr.No Key Audit Matter Auditors' Response
1 Accuracy of recognition presentation and disclosures of Revenues in view of adoption of Ind AS - 115 The application of the new revenue accounting standard involves certain key judgments relating to identification of distinct performance obligations determination of transaction price of the identified performance obligations the appropriateness of the basis used to measure revenue recognized over a period. We assessed the Company's process to identify the impact of adoption of the new revenue accounting standards. Our audit approach consisted testing of the design and operating effectiveness of the internal controls and substantive testing of samples by selecting samples of invoices and vouchers for a variety of revenues and capital expenditure for the purpose of revenue reorganization appropriateness of the transaction price and their basis over a period.
2 Distinguishing usual revenue transactions and casual transactions substantially affecting final results for the period. The emerging profit has been highly dominated by the casual transaction being sale of long held equity shares of a Company bringing substantial revenue affecting the quantum of routine revenues vastly and converting the current revenue loss into surplus. This has been clearly distinguished in the body of the Financial Statements.
3 Sale of substantial undertaking of the Company The proposed sale of all the Fixed Assets of the Company located in the premises of its Registered Office and approved by the shareholders of the Company has been brought in the Annual Accounts.Refer Note No. 26 of the Financial Statements.

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

The Company's Board of Directors is responsible for the preparation of the otherinformation. The other information comprises the information included in the ManagementDiscussion and Analysis Board's Report including Annexures to Board's Report BusinessResponsibility Report Corporate Governance and Shareholder's Information but does notinclude the financial statements and our auditor's report thereon.

Our opinion on the financial statements does not cover the other information and we donot express any form of assurance conclusion thereon.

In connection with our audit of the financial statements our responsibility is to readthe other information and in doing so consider whether the other information ismaterially inconsistent with the financial statements or our knowledge obtained during thecourse of our audit or otherwise appears to be materially 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 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 financial statements that givea true and fair view of the financial position financial performance total comprehensiveincome changes in equity and cash flows of the Company in accordance with the Ind AS andother accounting principles generally accepted in India. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding 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 standalone financial statements that give a true andfair view and are free from material misstatement whether due to fraud or error.

In preparing the financial statements management is responsible for assessing theCompany'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

The Board of Directors is responsible for overseeing the Company's financial reportingprocess.

Auditors' Responsibility

Our objectives are to obtain reasonable assurance about whether the 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 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 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 financial controls relevant to the audit inorder to 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 reasonablenessof accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basisof accounting 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 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 financial statements thatindividually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the financial statements may be influenced. We considerquantitative materiality and qualitative factors in (i) planning the scope of our auditwork and in evaluating the results of our work; and (ii) to evaluate the effect of anyidentified misstatements in the 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 financial statements of thecurrent period and are therefore the key audit matters. We describe these matters in ourauditor's report unless law or regulation precludes public disclosure about the matter orwhen 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 ("theOrder") issued by the Central Government of India in terms of Section 143(11) of theAct we give in the Annexure-A a statem on the matters specified in paragraphs 3 and 4 ofthe Order.

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 thebest of 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 OtherComprehensive Income Statement of Changes in Equity and the Statement of Cash Flow dealtwith by this Report are in agreement with the relevant books of account.

d. In our opinion the aforesaid financial statements comply with the Ind ASspecified under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014.

e. On the basis of the written representations received from the directors as onMarch 31 2019 taken on record by the Board of Directors none of the directors isdisqualified as on March 312019 from being appointed as a director in terms of Section164 (2) of the Act.

f. With respect to adequacy of the internal financial controls over financialreporting and the operating effectiveness of such controls refer to our separate reportin Annexure- B attached herewith.

g. 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 does not have any pending litigations which would impact its financialposition

ii. The Company did not have any long-term contracts including derivative contracts; assuch the question of commenting on any material foreseeable losses thereon does not arise

iii. There has not been an occasion in case of the Company during the year under reportto transfer any sums to the Investor Education and Protection Fund. The question of delayin transferring such sums does not arise.

For RACHANA CHOTALIA & ASSOCIATES
CHARTERED ACCOUNTANTS
Firm Reg. No. 124018W
(Rachana R. Parikh)(Mem. No. 110309)
VADODARA 29 th May 2019 PROPRIETOR

ANNEXURE-A REFERRED TO IN PARAGRAPH 2 OF OUR AUDITORS' REPORT OF EVEN DATE ON THEFINANCIAL STATEMENTS FOR THE YEAR ENDED 31st MARCH 2019 OF WELTERMANINTERNATIONAL LIMITED:

On the basis of such checks as we considered appropriate and in terms of theinformation and explanations given to us we state that:-

i. Fixed Assets

(a) The Company has maintained proper records showing full particulars includingquantitative details and situation of Fixed Assets.

b Fixed Assets have been physically verified by the management during the year as perthe phased program of physical verification of fixed assets. As informed to us theprogram is such that all the fixed assets will get physically verified in a year and inour opinion the same is reasonable having regard to the size of the Company and the natureof its fixed assets. No material discrepancies were noticed upon such verification.

c The Company has not disposed of any substantial part of its fixed assets so as toaffect its going concern.

ii Inventory

As explained to us inventories have been physically verified during the year by themanagement at reasonable intervals and no material discrepancies were noticed.

iii Loans and Advances

According to the information and explanations given to us the Company has not grantedany loans secured or unsecured to any party covered u/s 189 of the Companies Act 2013during the year under report. Consequently no comments are necessary on Para (iii)(a)& (b) of CARO 2016.

iv Loans Advances and Guarantees

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 loans investments guarantees and security.

v Deposits from Public

In our opinion and according to the information and explanations given to us theCompany has not accepted any deposit to which the provisions of Section 73 to 76 of theCompanies Act 2013 and Rules made there underand also the directives of Reserve BankofIndia apply.

vi Cost Records

In our opinion and according to the information and explanations given to us themaintenance of cost records pursuant to the Rules made by the Central Government underSection of the Companies Act do not apply to the Company

vii Payment of Statutory Dues

a According to the records of the Company it has been regular in depositing undisputedstatutory dues including provident fund Income tax Value Added Tax Sales tax ExciseDuty Cess and other Statutory Dues and there are no arrears outstanding as at year endfor a period of more than six months from the date they became payable.

b There is no dispute for payment of any statutory due under any act as mentioned inthe point above.

viii Default in payments of dues

On the basis of records examined by us and the information and explanations given tous the Company has borrowed any amount for which scheduled repayment is required. TheCompany has also not issued any debentures.

ix Term Loans

During the year under reference Company has not borrowed any amount by way of TermLoan. The Company has also not raised any money by way of public offer or further publicoffer.

x Frauds

According to the information and explanations given to us and to the best of ourknowledge and belief no fraud by the Company or by its officers or employees has beennoticed or reported during the year.

xi Managerial Remuneration

According to the information and explanations given to us and based on our examinationof the records of the company no managerial remuneration has been paid or provided forduring the year and hence the provisions of section 197 read with Schedule V to theCompanies Act 2013 are not applicable.

xii Nidhi Company

The Company is not a Nidhi Company. Therefore the provisions of clause 3 (xii) of theCompanies (Auditor's Report) Order 2016 are not applicable to the Company.

xiii Related Party Transactions

Inouropinion all transactions with the related parties are in compliance with Section177 and 188 of the Companies Act 2013 where applicable and the details have beendisclosed in the Financial statements as required by the applicable accounting standards.

xiv Preferential Allotment Private Placement

According to the information and explanations given to us the Company has not made anypreferential allotment or private placement of shares or fully or partly convertibledebentures during the year under review and therefore the provisions of Section 42 of theCompanies Act 2013 are not applicable to the Company.

xv Non Cash Transaction

In our opinion and according to the information and explanations given to us theCompany has not entered into any non - cash transactions with directors or personsconnected with the Directors.

xvi Registration under RBI Act

The Company is not required to be registered under Section IA of the Reserve Bank ofIndiaAct

For RACHANA CHOTALIA & ASSOCIATES
CHARTERED ACCOUNTANTS
Firm Reg. No. 124018W
(Rachana R. Parikh)(Mem. No. 110309)
VADODARA 29th May 2019 PROPRIETOR

Annexure B to the Auditors' 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 the financial reporting of M/sWelterman International Limited ("the Company") as on 31st March2019 in conjunction with our audit of the financial statements of the Company for the yearended on that date.

Management's Responsibility for Internal Financial controls

The respective Board of Directors of the Company are responsible for establishing andmaintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting issued by the Institute of Chartered Accountants of India("ICAI"). These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence tocompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required 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") issued by ICAI and the Standards on Auditing issued byICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to theextent applicable to an audit of internal financial controls. Those Standards and theGuidance Notes require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether adequate internal financial controlsover financial 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 control systems 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 risk 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 (1) pertain to maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper managements 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 may become inadequate because of changes in conditions or that the degree ofcompliance with the policies or procedures may deteriorate.

Opinion

The Company has meagre business transactions during the year and the management of theCompany as we have been informed was closely connected with most of these transactionsand in view of these facts in our opinion the Company have in all material respectsadequate internal financial controls system over financial reporting and such internalfinancial controls over financial reporting were operating effectively as at 31stMarch 2019 based on the internal control over financial reporting criteria established bythe Company considering the essential components of internal control stated in theGuidance Note on Audit of Internal Financial Controls over Financial Reporting issued bythe ICAI.

For RACHANA CHOTALIA & ASSOCIATES
CHARTERED ACCOUNTANTS
Firm Reg. No. 124018W
(Rachana R. Parikh)(Mem. No. 110309)
VADODARA 29 th May 2019 PROPRIETOR