To
The Members of
Borax Morarji Limited
Report on the standalone Financial statements
We have audited the accompanying standalone financial statements of Borax Morarji
Limited ("the Company"), which comprise the Balance Sheet as at March 31,
2016, the Statement of Profit and Loss and the Cash Flow Statement for the year then
ended, and a summary of significant accounting policies and other explanatory information.
Management’s Responsibility for the standalone Financial statements
The Company’s Board of Directors is responsible for the matters stated in Section
134(5) of the Companies Act, 2013 (‘the Act’) with respect to the preparation
and presentation of these standalone financial statements that give a true and fair view
of the financial position, financial performance and cash flows of the Company in
accordance with the accounting principles generally accepted in India, including the
Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting 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 financial statements that give fair view and are free
from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these standalone financial statements
based on 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 there under.
We conducted our audit in accordance with the Standards on Auditing specified under
Section 143(10) of the Act. Those Standards comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance about whether the standalone financial
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and
the disclosures in the financial statements. The procedures selected depend on the
auditor’s judgement, including the assessment of the risks of material misstatement
of the financial statements, whether due to fraud and error. In making those risk
assessments, the auditor considers internal financial control relevant to the
Company’s preparation of the financial statements that give a true and fair view in
order to design audit procedures that are appropriate in the circumstances. An audit also
includes evaluating the appropriateness of the accounting policies used and the
reasonableness of the accounting estimates made by the Company’s Directors, as well
as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our audit opinion on the standalone financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations
given to us, the aforesaid standalone 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 of affairs of the Company
as at March 31, 2016, and its profit and its cash flows for the year ended on that date.
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 Ministry of Corporate Affairs, in
terms of sub-section (11) of section 143 of the Act, we give in the Annexure A, a
statement on the matters specified in paragraphs 3 and 4 of the said 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 the best
of our knowledge and belief were necessary for the purpose of our audit;
(b) In our opinion, proper books of account as required by law have been kept by the
Company so far as appears from our examination of those books.;
(c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with
by this Report are in agreement with the books of account;
(d) In our opinion, the aforesaid standalone financial statements comply with the
Accounting Standards specified 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 on March
31, 2016 taken on record by the Board of Directors, none of the directors is disqualified
as on March 31, 2016 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 financial
reporting of the Company and the operating effectiveness of such controls, refer to our
separate report in "Annexure B"; and
(g) With respect to the other matters to be included in the Auditor’s Report in
accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, 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 financial statements;
ii. The Company did not have any long term contracts including derivative contracts for
which there were any material foreseeable losses.;
iii. The company was required to transfer unclaimed dividend related to financial year
2007-2008 to the Investor Education and Protection Fund by 15th November, 2015, however
the same has been transferred only on 27th March , 2016.
|
For K. s. Aiyar & Co., |
|
Chartered Accountants |
|
Firm’s Registration No.: 100186W |
|
Satish K. Kelkar |
| Place: Mumbai |
Partner |
| Date: May 27, 2016 |
Membership No.: 38934 |
ANNEXURE A TO THE AUDITORS’ REPORT
(Referred to in paragraph 1 under the heading "Report on Other Legal and
Regulatory Requirements" of our Report of even date on the financial statements for
the year ended March 31, 2016 of Borax Morarji Limited)
(i) (a) The Company has maintained proper records showing full particulars, including
quantitative details and situation of fixed assets, however the particulars regarding the
location of some of the fixed assets of Chemical Division transferred to new manufacturing
facility at Dahej, Gujarat, needs to be updated in the fixed asset register.
(b) A substantial portion of the fixed assets have been physically verified by the
Management during the period under the audit. In our opinion the frequency of verification
is reasonable having regard to the size of the Company and the nature of its assets. No
material 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.
(ii) The inventories have been physically verified by the Management at reasonable
intervals during the period under audit. In our opinion, the frequency of verification is
reasonable.
(iii) The Company has not granted any secured or unsecured loans to companies, firms or
other parties covered in the Register maintained under section 189 of the Companies Act,
2013. Therefore, clause 3 (iii) of the said Order is not applicable.
(iv) In our opinion and according to the information and explanations given to us, the
company doesn’t have any loans, investments, guarantee or security to which the
provisions of section 185 and 186 of the Companies Act 2013 apply.
(v) The Company had accepted deposits prior to the commencement of Companies Act, 2013
(Earlier deposits) which have remained unpaid as at year end amounting to Rs.79.73 Lacs
and interest due thereon of Rs.0.54 Lacs. We are informed that these earlier deposits will
be repaid on the respective due dates as per the terms of acceptance of the same, in terms
of explanation to Rule 19 of the Companies (Acceptance of Deposits) Rules, 2014.
The Company has not accepted any deposits during the year to which the provisions of
section 73 to 76 of the Companies Act, 2013 and Companies (Acceptance of deposits) Rules,
2014 apply.
(vi) We have broadly reviewed the books of account maintained by the Company pursuant
to the order made by the Central Government of India, for the maintenance of cost records
in respect of boric acid under sub-section (l) of section 148 of the Companies Act and are
of the opinion that prima facie, the prescribed accounts and records have been maintained.
We have, however not made a detailed examination of the records with a view to determine
whether they are accurate or complete.
(vii) (a) According to the information and explanations given to us and the records of
the Company examined by us, the Company is generally regular in depositing with
appropriate authorities undisputed statutory dues including Provident Fund,
Employees’ State Insurance, Income Tax, Sales Tax, Service Tax, Custom Duty, Excise
Duty, Value Added Tax, Cess and other material statutory dues applicable to it.
According to the information and explanations given to us, there are no undisputed
outstanding dues in respect of the above items in arrears as at March 31, 2016 for a
period of more than six months from the date they became payable.
(b) According to the information and explanations given to us, the disputed statutory
dues on accounts of Income Tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value
Added Tax, Municipal Tax and Cess that have not been deposited on account of matters
pending before appropriate authority are as follows:
| Name of the statute |
nature of Dues |
Amount (Rs. in Lakhs) |
period to which the amount relates |
Forum where dispute is pending |
| Central Excise Act, 1944 |
Due to Change in Classification |
12.65 |
2003-04 to 2005-06 |
CESTAT, Tamilnadu |
| Customs Act |
Utilization of DEPB Licence |
16.60 |
2002-03 |
Collector of Customs |
(viii) In our opinion and according to the information and explanations given to us,
the Company has not defaulted in repayment of loans or borrowings to a Financial
Institution, Banks. The company has not raised loans or borrowings from Government or
debenture holders.
(ix) The company has not raised money by way of Initial Public Offer or further public
offer (including debt instruments) or term loans during the year.
(x) According to the information and explanations given to us, no material fraud by the
Company or on the Company by its officers or employees has been noticed or reported during
the course of our audit.
(xi) According to the information and explanations give to us and based on our
examination of the records of the Company, the Company has not paid/provided any
managerial remuneration during the year.
(xii) In our opinion and according to the information and explanations given to us, the
Company is not a Nidhi Company. Accordingly, clause (xii) of the Order is not applicable.
(xiii) According to the information and explanations given to us and based on our
examination of the records of the Company, transactions with the related parties are in
compliance with sections 177 and 188 of the Act where applicable and details of such
transactions have been disclosed in the financial statements as required by the applicable
accounting standards.
(xiv) According to the information and explanations give to us and based on our
examination of the records of the Company, the Company has not made any preferential
allotment or private placement of shares or fully or partly convertible debentures during
the year.
(xv) 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 non-cash
transactions with Directors or persons connected with him. Accordingly, clause (xv) of the
Order is not applicable.
(xvi) The Company is not required to be registered under section 45-IA of the Reserve
Bank of India Act 1934.
|
For K. S. AIYAR& CO., |
|
Chartered Accountants |
|
Firm’s Registration No.: 100186W |
|
Satish K. Kelkar |
| Place: Mumbai |
Partner |
| Date: May 27, 2016 |
Membership No.: 38934 |
ANNEXURE - B TO THE AUDITORS’ REPORT
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 Borax
Morarji Limited ("the Company") as of 31 March 2016 in conjunction with our
audit 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 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 Company’s policies, the safeguarding
of its assets, the prevention and detection 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 Company’s 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 was 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. controls over financial understanding of internal Our audit 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 auditor’s
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 Company’s internal financial controls
system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company’s 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 company’s 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 Management and Directors of the Company; and
(3) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the Company’s 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 to the risk that financial controls
over financial 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, financial controls system over financial reporting and
such all material respects, adequate internal financial controls over financialreporting
were operating effectively as at 31st March 2016, 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 K. S. AIYAR& CO., |
|
Chartered Accountants |
|
Firm’s Registration No.: 100186W |
|
Satish K. Kelkar |
| Place: Mumbai |
Partner |
| Date: May 27, 2016 |
Membership No.: 38934 |
+91-9892691696
