To,
The members of Ayepee Lamitubes Limited
Report on the Ind AS Financial Statements
We have audited the accompanying Ind AS financial statements of Ayepee Lamitubes
Limited ("the Company"), which comprise the Balance Sheet as at 31st March,
2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash
Flow Statement and the Statement of Changes in Equity for the year then ended, and a
summary of the significant and other explanatory information.
Managements Responsibility for the Financial Statements
The Companys Board of Directors is responsible for the matters in section 134(5) of
the Companies Act, 2013 ("the Act") with respect to the preparation of these
financial statements that give a true and fair view of the financial position,
financialperformance including other comprehensive income, Cash flows and changes in
equity of the Company in accordance with the Indian Accounting
Standards (Ind AS) prescribed under Section 133 of the Act, read with Companies (Indian
Accounting Standards) Rules, 2015 as amended, and other accounting principles generally
accepted in India.
This responsibility also includes the maintenance of adequate accounting records in
accordance with the provision of the Act for safeguarding of the assets of the Company and
for preventing and detecting the frauds and other irregularities; selection and
application of appropriate accounting policies; making judgments and estimates that are
reasonable and prudent; and design, implementation and maintenance of adequate internal
financial controls, that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and presentation of
the Ind AS financial statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on these Ind AS financial statements based
on our audit.
In conducting our audit, we have taken into account the provisions of the Act, the
accounting and auditing standards and matters which are required to be included in the
audit report under the provisions of the Act and the Rules made thereunder and the order
issued under section 143(11) of the Act.
We conducted our audit of the Ind AS financial statements in accordance with the
Standards on Auditing specified under section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the Ind AS financial statements is free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the Ind AS financial statements. The procedures selected depend on the
auditors judgment, including the assessment of the risks of material misstatement of the
Ind AS financial statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial controls relevant to the Companys
preparation of the Ind AS financial statements that give true and fair view in order to
design audit procedures that are appropriate in the circumstances.
An audit also includes evaluating the appropriateness of accounting policies used and
the reasonableness of the accounting estimates made by Companys Directors, as well as
evaluating the overall presentation of the Ind AS financial statements.
We believe that the audit evidence obtained by us is sufficient and appropriate to
provide a basis for our audit opinion on the Ind AS financial statements.
Basis for Qualified Opinion
Attention is drawn to the note 16.2 regarding the Company not carrying out any
manufacturing Operations and has substantial accumulated losses. The net worth of the
Company has been fully eroded due to the accumulated losses. In view of the above, the
company is not a going concern. However the accounts have been prepared on the going
concern basis as the management is exploring possible steps to revive its operations of
the Company. The effect of the loss for the year and networth of the Company is
unascertained. Our audit opinion on the financial statements for the year ended 31st
March, 2017 was also qualified in respect of the above matter.
Qualified Opinion
In our opinion and to the best of our information and according to the explanations
given to us, except for the possible effects of the matter described in the Basis for
Qualified Opinion paragraph, the aforesaid financial statements, give the information
required by the Act in the manner so required and give a true and fair view in conformity
with the accounting principles generally accepted in India, of the state affairs of the
Company as at March 31, 2018, and its Loss, total comprehensive income, its Cash Flows and
the changes in equity for the year ended on that date.
Emphasis of Matter
a) Attention is drawn to the note 16.3 regarding the amalgamation, the Board of
Directors of the Company on 22 December 2017, on the recommendation of the Audit
Committee, has approved the Scheme of Amalgamation of the Company with Solid Containers
Limited (the Scheme), pursuant to the applicable provisions of the Companies Act, 2013.
The Company has received approval from BSE Ltd. as per requirement of applicable
regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations
2015. The Scheme is subject to requisite approvals of shareholders, NCLT and other
Statutory or Regulatory authorities as may be applicable. The Scheme is in process of
various compliance and approvals and therefore the above results do not include any
effects thereof.
b) Attention is drawn to the note 16.4 regarding the forfeiture of shares, the Company
has forfeited 36,500 partly paid Equity shares of the company on account of non-payment of
allotment money or call money or call in arrears.
Our report is not modified in respect of the above matters.
Other Matters
The comparative financial information of the Company for the year ended 31st
March, 2017 and the transition date opening Balance Sheet as at 1st April, 2016
included in these Ind AS financial statements, are based on the statutory financial
statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006
audited by us for year ended 31st March, 2017 dated 30th May, 2017 and by other
auditors for year ended 31st March, 2016 dated 31st March, 2016
whose report for the year ended expressed an unmodified opinion on those financial
statements, as adjusted for the differences in the accounting principles adopted by the
Company on transition to the Ind AS, which have been audited by us.
Our opinion on the Ind AS financial statements and our report on Other Legal and
Regulatory Requirements below is not modified in respect of these matters.
Report on other Legal and Regulatory Requirements
(I) As required by section 143(3) of the Act, based on our audit, we report, to the
extent applicable that:
a) We have sought and obtained all the information and explanations which to the best
of our knowledge and belief were necessary for the purposes of our audit.
b) Except for the effects of the matter described in the Basis for Qualified Opinion
paragraph above, in our opinion proper books of account as required by law have been
kept by the Company so far as it appears from our examination of those books.
c) The Balance Sheet, Statement of Profit and Loss including Other Comprehensive
Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this
report are in agreement with the books of account.
d) Except for the effects of the matter described in the Basis for Qualified Opinion
paragraph above, in our opinion, the aforesaid financial statements comply with the
Accounting Standards specified under Section 133 of the Act.
e) The matter described in the Basis for Qualified Opinion paragraph above, in our
opinion, may have an adverse impact on the functioning of the Company.
f) On the basis of written representations received from the directors as on 31st
March, 2018, taken on record by the Board of Directors, none of the directors is
disqualified as on 31st March, 2018, from being appointed as a director in
terms of Section 164(2) of the Act.
g) With respect to the adequacy of internal financial controls over financial reporting
of the company and the operating effectiveness of such controls, refer to our separate
report in Annexure ‘B. Our report expresses an unmodified opinion on the
adequacy and operating effectiveness of the Companys internal financial controls over
financial reporting.
h) With respect to the other matters to be included in the Independent Auditors Report
in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended
in our opinion and to the best of our information and according to the explanations given
to us:
i. The Company has disclosed the impact of pending litigations on its financial
position in its financial statements refer Note 16.1 to the financial statements.
ii. The Company did not have any long-term contracts including derivatives contracts
for which there were any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the Investor
Education and Protection Fund by the Company.
(II) As required by the Companies (Auditors Report) Order, 2016 ("the
Order") issued by the Central Government in terms of section 143(11) of the Act, we
give in "Annexure A" a statement on the matters specified in paragraphs 3 and 4
of the Order.
| For J Singh & Associates |
| Chartered Accountants |
| (Firm Reg. No. 110266W) |
| CA. S. P. Dixit |
| (Partner) |
| Membership No. 041179 |
| Place: Mumbai |
| Dated: 30 May, 2018 |
ANNEXURE ‘A TO THE INDEPENDENT AUDITORS REPORT:
The Annexure referred to in paragraph (II) under "Report on Other Legal and
Regulatory Requirements" section of our report to the members of Ayepee Lamitubes
Limited on the financial statements for the year ended 31st March 2018, we
report that:
1. (a) The Company has maintained proper records showing full particulars, including
quantitative details and situation of fixed assets.
(b) All the fixed assets of the Company have been physically verified by the
management, during the year. In our opinion, this periodicity of physical verification is
reasonable having regard to size of the Company and the nature of its assets. As informed
to us, no discrepancies were noticed on such . verification
(c) According to the information and explanations given to us and on the basis of our
examination of the records of the company, the title deeds of immovable properties are
held in the name of the Company.
2. Due to closure of commercial operations, the Company does not have any inventory
during the year and hence, Clause ii of the Order is not applicable.
3. According to the information and explanation given to us, the Company has not
granted any loans, secured or unsecured, to firms, limited liability partnerships or other
parties except unsecured loans to two companies covered in the register maintained under
section 189 of the Companies Act, 2013. The terms and conditions of the grant of such
loans are not prejudicial to the Companys interest and the schedule of repayments of
principal and payment of interest is regular as mutually agreed.
4. In our opinion and according to the information and explanations given to us, the
Company has complied with the provisions of Section 185 and 186 of the Companies Act, 2013
with respect of grant of loans, making investments and providing guarantees and securities
as applicable.
5. In our opinion and according to the information and explanations given to us, the
Company has not accepted any deposits from the public in accordance with the provisions
covered under Section 73 to 76 or any other relevant provisions of the Companies Act, 2013
and the rules framed there under. Accordingly, paragraph 3(v) of the Order is not
applicable to the Company.
6. As per the information and explanations given to us, the maintenance of cost records
has not been specified by the Central Government prescribed under section 148(1) of the
Companies Act, 2013.
7. According to the records of the Company, examined by us and information and
explanations given to us:
(a) Undisputed statutory dues including Income tax ,Sales-tax, Service Tax, duty of
customs, duty of excise, Value Added Tax, Cess and other statutory dues, as applicable
have generally been regularly deposited with the appropriate authorities except delay in
significant cases. There are no undisputed amounts payable in respect of aforesaid dues
outstanding as at 31st March, 2018 for a period of more than six months from
the date of they became payable except tax deducted at source of Rs.9,24,425/-.
(b) There are no dues of Sales tax, duty of Excise, duty of Customs, and value added
tax which have not been deposited on account of any dispute. The disputed dues of income
tax which have not been deposited are as under:
| Name of the statute |
Nature of dues |
Period to which the amount relates |
Forum where dispute is pending |
Amt. in Rs. |
| The Income Tax Act, 1961 |
Income Tax |
F.Y. 2002-03 |
Assistant Commissioner of Income Tax |
1,075,551 |
|
|
F.Y. 2007-08 |
Commissioner of Income |
481,920 |
|
|
F.Y. 2008-09 |
Tax (Appeals), Mumbai |
376,450 |
8. The Company has not taken any loans from banks / financial Institutions / Government
or issued debentures during the year.
9. In our opinion and according to the information and explanations given to us, the
Company has not raised any money by way of initial public offer or further public offer of
equity shares (including debt instruments) or term loans during the year and hence
reporting under clause (ix) of the Order is not applicable.
10. During the course of our examination of the books and records of the Company,
carried out in accordance with the generally accepted auditing practices in India, and
according to the information and explanations given to us, we have neither come across any
instance of material fraud by the Company or on the company by its officers/ employees,
noticed or reported during the year, nor have been informed of any such instance by the
Management.
11. According to information and explanations given to us, no managerial remuneration
has been paid or provided during the year under the Act and hence relevant clause
regarding its approvals does not arise.
12. According to the information and explanations given to us, the Company is not a
Nidhi Company as prescribed under section 406 of the Act. Accordingly reporting under
clause (xii) of the Order is not applicable to the Company.
13. In our opinion and according to the information and explanations given to us, all
transactions with related parties are in compliance with section 177 and 188 of Companies
Act, 2013 where applicable and the details have been disclosed in the financial statements
etc., as required by the applicable Indian Accounting Standards.
14. The Company has not made any private placement / preferential allotment of shares
or fully or partly convertible debentures during the year hence reporting under clause
(xiv) of the Order is not applicable to the Company during the year.
15. According to the information and explanations given to us and based on our
examination of the records of the Company, the Company has not entered into any non-cash
transactions with directors or persons connected with him and hence provisions of section
192 of the Companies Act, 2013 are not applicable.
16. According to the information and explanations given to us, the Company is not
required to be registered under section 45 IA of the Reserve Bank of India Act, 1934.
| For J Singh & Associates |
| Chartered Accountants |
| (Firm Reg. No. 110266W) |
| CA. S. P. Dixit |
| (Partner) |
| Membership No: 041179. |
| Mumbai |
| Dated: 30 May, 2018 |
ANNEXURE ‘B TO THE INDEPENDENT AUDITORS REPORT
The Annexure referred to in paragraph (I)(g) under ‘Report on Other Legal and
Regulatory Requirements section of our report of even date Report on the Internal
Financial Controls under Clause (i) of sub-section 3 of Section 143 of the Companies Act,
2013 (‘the Act).
We have audited the internal financial controls over financial reporting of Ayepee
Lamitubes Limited (‘the Company) as of 31st March, 2018 in
conjunction with Ind AS financial statements of the Company for the year ended on that
date.
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internal
financial controls based on the internal control over financial reporting criteria
established by the Company considering the essential components of internal control stated
in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting
issued by the Institute of Chartered Accountants of India (‘ICAI). These
responsibilities include the design, implementation and maintenance of adequate internal
financial controls that were operating effectively for ensuring the orderly and efficient
conduct of its business, including adherence to the Companys policies, the safeguarding
of its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records, and the timely preparation of reliable financial
information, as required under the Companies Act, 2013.
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial
controls over financial reporting based on our audit. We conducted our audit in accordance
with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting
(the ‘Guidance Note) 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 financial controls, both applicable to an audit of Internal Financial
Controls and, both issued by the Institute of Chartered Accountants of India. Those
Standards and the Guidance Note require that we comply with ethical requirements and plan
and perform the audit to obtain reasonable assurance about whether adequate internal
financial controls over financial reporting were established and maintained and if such
controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of
the internal financial controls system over financial reporting and their operating
effectiveness. Our audit of internal financial controls over financial reporting included
obtaining an understanding of internal financial controls over financial reporting,
assessing the risk that a material weakness exists, and testing and evaluating the design
and operating effectiveness of internal control based on the assessed risk. The procedures
selected depend on the auditors judgment, including the assessment of the risks of
material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our audit opinion on the Companys internal financial controls system
over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally
accepted accounting principles.
A companys internal financial control over financial reporting includes those policies
and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the
Company; (2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the Company are being made
only in accordance with authorizations of the Management and directors of the Company; and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the Companys assets that could have a material effect
on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial
reporting, including the possibility of collusion or improper management override of
controls, material misstatements due to error or fraud may occur and not be detected.
Also, projections of any evaluation of the internal financial controls over financial
reporting to future periods are subject to the risk that the internal financial control
over financial reporting may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal
financial controls system over financial reporting and such internal financial controls
over financial reporting were operating effectively as at 31st March 2018,
based on the internal control over financial reporting criteria established by the Company
considering the essential components of internal control stated in the Guidance Note on
Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of
Chartered Accountants of India.
| For J Singh & Associates |
| Chartered Accountants |
| (Firm Reg. No. 110266W) |
| CA. S. P. Dixit |
| (Partner) |
| M. No.: 041179. |
| Place: Mumbai |
| Dated: 30 May, 2018 |
+91-9892691696
