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Excel Industries Ltd.

BSE: 500650 Sector: Industrials
NSE: EXCELINDUS ISIN Code: INE369A01029
BSE 00:00 | 24 Apr 2020 Excel Industries Ltd
NSE 05:30 | 01 Jan 1970 Excel Industries Ltd

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OPEN 590.00
PREVIOUS CLOSE 597.85
VOLUME 736
52-Week high 1156.40
52-Week low 374.50
P/E 6.63
Mkt Cap.(Rs cr) 740
Buy Price 588.40
Buy Qty 3.00
Sell Price 630.00
Sell Qty 50.00
OPEN 590.00
CLOSE 597.85
VOLUME 736
52-Week high 1156.40
52-Week low 374.50
P/E 6.63
Mkt Cap.(Rs cr) 740
Buy Price 588.40
Buy Qty 3.00
Sell Price 630.00
Sell Qty 50.00

Excel Industries Ltd. (EXCELINDUS) - Auditors Report


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Company auditors report

TO

THE MEMBERS OF

EXCEL INDUSTRIES LIMITED.

Report on the Audit of the Standalone Financial Statements

Opinion

1. We have audited the accompanying standalone financial statements of Excel IndustriesLimited ("the Company") which comprise the balance sheet as at March 31 2019and the statement of Profit and Loss (including other comprehensive Income) statement ofchanges in equity and statement of cash flows for the year then ended and notes to thestandalone financial statements including a summary of significant accounting policiesand other explanatory information.

2. In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the 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 India ofthe state of affairs of the Company as at March 31 2019 and total comprehensive income(comprising of profit and other comprehensive income) changes in equity and its cashflows for the year then ended.

Basis for opinion

3. 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 the financialstatements Rs.section of our report. We are independent of the Company in accordance withthe Code of Ethics issued by the Institute of Chartered Accountants of India together withthe ethical requirements that are relevant to our audit of the financial statements underthe provisions of the Act and the Rules thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and the Code of Ethics. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our opinion.

Key audit matters

4. 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.

Key audit matter How our audit addressed the key audit matter
Assessment of the valuation of investment in equity instruments of unlisted companies: Our procedures in relation to management's valuation of investments in equity instruments of unlisted companies included:
(Refer Note 7 to the standalone financial statements) • Understanding and evaluating the design and operating effectiveness of controls over valuation of investment in such equity instruments.
The Company has investments amounting to Rs.14753.89 lakhs in equity instruments of certain unlisted companies which are fair valued through Other comprehensive income at each reporting date.
• Evaluating the management expert's independence competence capabilities and objectivity;
This is a key audit matter because of significance of the carrying value of these investments to the total assets and the extent of management judgement involved in the valuation of such investments. • Using auditors Rs.expert to assist in audit of valuation approach and methodology and other factors such as valuation parameters.
• Checking the accuracy and reasonableness of the input data provided by management to the management expert with supporting evidence such as revenue EBIDTA PAT of investee company for the year ended March 31 2019;
An independent valuer was engaged as an expert by the management to determine the fair value who ascertained the fair value based on the Comparable Companies' Multiple Inputs.
The key judgements involved in the valuation were identification of comparable companies assessment of maintainable EBIDTA and other relevant valuation parameters. • Testing the mathematical accuracy of the valuation report.
• Assessing adequacy of the presentation and disclosures.
Based on the audit procedures performed we found management's assessment in respect of valuation of investment in equity instruments of unlisted companies to be reasonable.

Other Information

5. The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the annual report but does not includethe financial statements and our auditor's report thereon. The annual report is expectedto be made available to us after the date of this auditor's report. our opinion on thefinancial statements does not cover the other information and we will not express any formof assurance conclusion thereon.

In connection with our audit of the financial statements our responsibility is to readthe other information identified above when it becomes available and in doing soconsider whether the other information is materially inconsistent with the financialstatements or our knowledge obtained in the audit or otherwise appears to be materiallymisstated.

When we read the annual report if we conclude that there is a material misstatementtherein we are required to communicate the matter to those charged with governance andtake appropriate action as applicable under the relevant laws and regulations.

Responsibilities of management and those charged with governance for the financialstatements

6. 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 standalone financial statementsthat give a true and fair view of the financial position financial performance changesin equity and cash flows of the company in accordance with the accounting principlesgenerally accepted in India including the Accounting standards specified under section133 of the Act. This responsibility also includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding of the assets of thecompany and 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 financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

7. 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. Those board of directors are also responsible for overseeing thecompany's financial reporting process.

Auditor's responsibilities for the audit of the financial statements

8. 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.

9. As part of an audit in accordance with sAs we exercise professional judgment andmaintain professional scepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the 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.

• Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances under section 143(3)(i)of the Act we are also responsible for expressing our opinion on whether the company hasadequate internal financial controls with reference to financial statements in place andthe operating effectiveness 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 financial statements or if such disclosures are inadequate to modify our opinion.our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However future events or conditions may cause the company to cease to continue asa going concern.

• Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.

10. We communicate with those charged with governance regarding among other mattersthe planned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

11. We also provide those charged with governance with a statement that we havecomplied with relevant ethical requirements regarding independence and to communicatewith them all relationships and other matters that may reasonably be thought to bear onour independence and where applicable related safeguards.

12. From the matters communicated with those charged with governance we determinethose matters that were of most significance in the audit of the 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

13. As required by the companies (Auditor's Report) order 2016 ("theorder") issued by the central Government of India in terms of sub-section (11) ofsection 143 of the Act we give in Annexure B a statement on the matters specified inparagraphs 3 and 4 of the order to the extent applicable.

14. 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 statement of changes in Equity and Cash Flow Statement dealt with by thisReport are in agreement with the books of account.

(d) In our opinion the aforesaid standalone financial statements comply with theAccounting standards specified under section 133 of the Act.

(e) On the basis of the written representations received from the directors as on March31 2019 taken on record by the board of Directors none of the directors is disqualifiedas on March 31 2019 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 with reference tofinancial statements of the company and the operating effectiveness of such controlsrefer to our separate report in Annexure A.

(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 in our opinionand to the best of our information and according to the explanations given to us:

(i) The company has disclosed the impact of pending litigations as at March 31 2019 onits financial position in its standalone financial statements - Refer Note 48 to thestandalone financial statements;

(ii) The Company has long-term contracts including derivative contracts as at March312019 for which there were no 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 312019; and

(iv) The reporting on disclosures relating to Specified Bank Notes is not applicable tothe Company for the year ended March 31 2019

For Price Waterhouse
Chartered Accountants LLP
Firm Registration Number: 012754N/N500016
Vipin R. Bansal
Place : Mumbai Partner
Date : May 24 2019 Membership Number: 117753

Annexure A to Independent Auditors' Report

Referred to in paragraph 14(f) of the Independent Auditors Rs.Report of even date tothe members of Excel Industries Limited on the standalone financial statements as of andfor the year ended March 31 2019.

Report on the Internal Financial Controls with reference to financial statements underClause (i) of Sub-section 3 of Section 143 of the Act

1. We have audited the internal financial controls with reference to financialstatements of excel Industries limited ("the company") as of March 31 2019 inconjunction with our audit of the standalone financial statements of the company for theyear ended on that date.

Management's Responsibility for Internal Financial Controls

2. 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 the company's policies the safeguarding of its assetsthe prevention 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

3. Our responsibility is to express an opinion on the company's internal financialcontrols with reference to financial statements based on our audit. We conducted our auditin accordance with the Guidance note on Audit of Internal financial controls overfinancial reporting (the "Guidance note") and the standards on Auditing deemedto be prescribed under section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls both applicable to an audit of internal financial controlsand both issued by the IcAI. Those standards and the Guidance note require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether adequate internal financial controls with reference to financial statementswas established and maintained and if such controls operated effectively in all materialrespects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacyof the internal financial controls system with reference to financial statements and theiroperating effectiveness. our audit of internal financial controls with reference tofinancial statements included obtaining an understanding of internal financial controlswith reference to financial statements assessing the risk that a material weaknessexists and testing and evaluating the design and operating effectiveness of internalcontrol based on the assessed risk. The procedures selected depend on the auditor'sjudgement including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error.

5. 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 systemwith reference to financial statements.

Meaning of Internal Financial Controls with reference to financial statements

6. A company's internal financial controls with reference to financial statements is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial controlswith reference to financial statements includes those policies and procedures that (1)pertain to the maintenance of records that in reasonable detail accurately and fairlyreflect the transactions and dispositions of the assets of the company; (2) providereasonable assurance that transactions are recorded as necessary to permit preparation offinancial 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 financialstatements.

Inherent Limitations of Internal Financial Controls with reference to financialstatements

7. Because of the inherent limitations of internal financial controls with reference tofinancial statements including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls withreference to financial statements to future periods are subject to the risk that theinternal financial control controls with reference to financial statements may becomeinadequate because of changes in conditions or that the degree of compliance with thepolicies or procedures may deteriorate.

Opinion

8. In our opinion the company has in all material respects an adequate internalfinancial controls system with reference to financial statements and such internalfinancial controls with reference to financial statements were operating effectively as atMarch 31 2019 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.

For Price Waterhouse
Chartered Accountants LLP
Firm registration number: 012754N/N500016
Vipin R. bansal
Place : Mumbai Partner
Date : May 24 2019 Membership number: 117753

Annexure B to Independent Auditors' Report

Referred to in paragraph 13 of the Independent Auditors' Report of even date to themembers of Excel Industries Limited on the standalone financial statements as of and forthe year ended March 312019

(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) The title deeds of immovable properties as disclosed in Note 3 on Property Plantand Equipment and Note 4 on Investment Properties to the standalone financial statementsare held 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.

(iii) The company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained undersection 189 of the Act. Therefore the provisions of clause 3(iii)(a) (iii)(b) and(iii)(c) of the order are not applicable to the company.

(iv) In our opinion and according to the information and explanations given to us thecompany has complied with the provisions of section 186 Act in respect of the investmentsmade by it. The company has not granted any loans or made any investments or provided anyguarantees or security to the parties covered under section 185 of the Act.

(v) In our opinion and according to the information and explanations given to us thecompany has complied with the applicable provisions of sections 73 74 75 and 76 or anyother relevant provisions of the Act and the Rules framed thereunder to the extentnotified with regard to the deposits accepted from the public. According to theinformation and explanations given to us no order has been passed by the Company LawBoard or National Company Law Tribunal or Reserve Bank of India or any Court or any otherTribunal on the Company in respect of the aforesaid deposits.

(vi) Pursuant to the rules made by the central Government of India the company isrequired to maintain cost records as specified under section 148(1) of the Act in respectof some of its products. We have broadly reviewed the same and are of the opinion thatprima facie the prescribed accounts and records have been made and maintained. We havenot however made a detailed examination of the records with a view to determine whetherthey are accurate or complete.

(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 regular in depositing theundisputed statutory dues including provident fund employees Rs.state insurance incometax duty of customs goods and services tax and other material statutory dues with theappropriate authorities.

(b) According to the information and explanations given to us and the records of thecompany examined by us the particulars of dues of income tax duty of customs and duty ofexcise duty as at March 31 2019 which have not been deposited on account of a disputeare as follows:

Name of the statute Nature of dues Amount ('in Lakhs)* Period to which the amount relates Forum where the dispute is pending
Income Tax Act 1961 Income Tax Demand 613.90 Assessment year 1998-99 to 2000-01 and 2002-03 High court
Income Tax Act 1961 Income Tax Demand 844.38 Assessment year 2010-11 to 2012-13 Income Tax Appellate Tribunal
Income Tax Act 1961 Income Tax Demand 63.11 Assessment year 2016-17 Commissioner of income tax - appeals
The customs Act 1962 Custom duty 144.88 Financial Year 2011-2012 and 2012- 2013 Customs excise and service tax appellate tribunal
Central Excise Act 1944 Excise Duty 87.03 From April 2005 to November 2015 Customs excise and service tax appellate tribunal
Central Excise Act 1944 Excise Duty 12.17 January 2015 to June 2017 Commissioner Appeals

Further according to the information and explanations given to us and the records ofthe Company examined by us there are no dues of sales-tax service-tax value added taxand goods and services tax as at March 31 2019 which have not been deposited on accountof any dispute.

(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 as at the balance sheet date. The Company does nothave any loans or borrowings from Government nor has it issued any debentures as at thebalance sheet date.

(ix) The company has not raised any moneys by way of initial public offer furtherpublic offer (including debt instruments) and term loans. Accordingly the provisions ofclause 3(ix) of the order are not applicable to the company.

(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) The company has paid/ provided for managerial remuneration in accordance with therequisite approvals mandated by the provisions of section 197 read with schedule V to theAct.

(xii) As the company is not a Nidhi company and the Nidhi Rules 2014 are notapplicable to it the provisions of clause 3(xii) of the order are not applicable to thecompany.

(xiii) The company has entered into transactions with related parties in compliancewith the provisions of sections 177 and 188 of the Act. The details of such related partytransactions have been disclosed in the standalone financial statements as required underIndian Accounting standard (Ind As) 24 related Party Disclosures specified under section133 of the Act.

(xiv) The company has not made any preferential allotment or private placement ofshares or fully or partly convertible debentures during the year under review.Accordingly the provisions of clause 3(xiv) of the order are not applicable to thecompany.

(xv) The company has not entered into any non cash transactions with its directors orpersons connected with them covered within the meaning of section 192 of the Act.Accordingly the provisions of clause 3(xv) of the order are not applicable to thecompany.

(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 Price Waterhouse
Chartered Accountants LLP
Firm registration number: 012754N/N500016
Vipin R. Bansal
Place : Mumbai Partner
Date : May 24 2019 Membership number: 117753


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