THE MEMBERS OF
GOODRICKE GROUP LIMITED
Report on the Financial Statements
1. We have audited the accompanying financial statements of Goodricke Group Limited("the Company") which comprise the Balance Sheet as at March 31 2016 theStatement of Profit and Loss the Cash Flow Statement for the 15 months period then endedand a summary of the significant accounting policies and other explanatory information.
Management's Responsibility for the Financial Statements
2. The Companys Board of Directors is responsible for the matters stated inSection 134(5) of the Companies Act 2013 ("the Act") with respect to thepreparation of these financial statements to give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standardsspecified under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014. This responsibility also includes maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding of the assets of the Companyand 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.
3. Our responsibility is to express an opinion on these financial statements based onour audit.
4. We have taken into account the provisions of the Act and the Rules made there underincluding the accounting standards and matters which are required to be included in theaudit report.
5. We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10)of the Act and other applicable authoritative pronouncements issued by theInstitute of Chartered Accountants of India. Those Standards and pronouncements requirethat we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the financial statements are free from materialmisstatement.
6. An audit involves performing procedures to obtain audit evidence about the amountsand the disclosures in the financial statements. The procedures selected depend on theauditors judgment including the assessment of the risks of material misstatement ofthe financial statements whether due to fraud or error. In making those risk assessmentsthe auditor considers internal financial control relevant to the Companyspreparation of the financial statements that give a true and fair view in order to designaudit procedures that are appropriate in the circumstances but not for the purpose ofexpressing an opinion on whether the Company has in place an adequate internal financialcontrols system over financial reporting and the operating effectiveness of such controls.An audit also includes evaluating the appropriateness of the accounting policies used andthe reasonableness of the accounting estimates made by the Companys Directors aswell as evaluating the overall presentation of the financial statements.
7. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the financial statements.
8. 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 the Actin the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as at March31 2016 and its loss and its cash flows for the period ended on that date.
Report on Other Legal and Regulatory Requirements
9. As required by the Companies (Auditors Report) Order 2015 issuedby the Central Government of India in terms of sub-section (11) of section 143 of the Act(hereinafter referred to as the "Order") and on the basis of such checks of thebooks and records of the Company as we considered appropriate and according to theinformation and explanations given to us we give in the Annexure a statement on thematters specified in paragraphs 3 and 4 of the Order.
10. 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 asit appears from our examination of those books.
(c) The Balance Sheet the Statement of Profit and Loss and the Cash Flow Statementdealt with by this Report are in agreement with the books of account .
(d) In our opinion the aforesaid financial statements comply with the AccountingStandards 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 March31 2016 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2016 from being appointed as a director in terms of Section 164 (2) of theAct.
(f) With respect to the other matters to be included in the Auditors Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our knowledge and belief and according to the information andexplanations given to us:
i) The Company has disclosed the impact if any of pending litigations as at March 312016 on its financial position in its financial statements - Refer Note 19;
ii) The Company did not have any long-term contracts including derivative contracts asat March 31 2016;
iii) There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company during the period ended March31 2016.
| ||For LOVELOCK & LEWES |
| ||Firm Registration No. 301056E |
| ||Chartered Accountants |
| ||Prabal Kr Sarkar |
|Kolkata ||Partner |
|May 23 2016 ||Membership No. 052340 |
ANNEXURE-B TO INDEPENDENT AUDITORS REPORT
Referred to in paragraph 9 of the Independent Auditors Report of even date to themembers of Goodricke Group Limited on the financial statements as of and for the periodended March 31 2016
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 3 periods 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 period and no material discrepancies have beennoticed on such verification.
ii. (a) The inventory [excluding stocks with third parties] has been physicallyverified by the Management during the period. In respect of inventory lying with thirdparties these have substantially been confirmed by them. In our opinion the frequency ofverification is reasonable.
(b) In our opinion the procedures of physical verification of inventory followed bythe Management are reasonable and adequate in relation to the size of the Company and thenature of its business.
(c) On the basis of our examination of the inventory records in our opinion theCompany is maintaining proper records of inventory. The discrepancies noticed on physicalverification of inventory as compared to book records were not material.
iii. The Company has not granted any loans secured or unsecured to companies firmsor other parties covered in the register maintained under Section 189 of the Act.Therefore the provisions of Clause 3(iii) (iii)(a) and (iii)(b) of the said Order arenot applicable to the Company.
iv. In our opinion and according to the information and explanations given to usthere is an adequate internal control system commensurate with the size of the Company andthe nature of its business for the purchase of inventory and fixed assets and for the saleof goods and services. Further on the basis of our examination of the books and recordsof the Company and according to the information and explanations given to us we haveneither come across nor have been informed of any continuing failure to correct majorweaknesses in the aforesaid internal control system. The Company does not sell services.
v. The Company has not accepted any deposits from the public within the meaning ofSections 73 74 75 and 76 of the Act and the rules framed there under to the extentnotified.
vi. We have broadly reviewed the books of account maintained by the Company in respectof products where pursuant to the rules made by the Central Government of India themaintenance of cost records has been specified under sub-section (1) of Section 148 of theAct and are of the opinion that prima facie the prescribed accounts and records havebeen made and maintained. We have not however made a detailed examination of the recordswith a view to determine whether they 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 generally regular in depositingundisputed statutory dues in respect of income tax sales tax service tax value addedtax and cess though there has been a slight delay in a few cases and is regular indepositing undisputed statutory dues including provident fund employees stateinsurance wealth tax duty of customs and duty of exciseand other material statutorydues as applicable with the appropriate authorities.
(b) According to the information and explanations given to us and the records of theCompany examined by us there are no dues of wealth-tax service-tax duty of customscess which have not been deposited on account of any dispute. The particulars of dues ofincome tax agricultural income tax sales tax duty of excise and value added taxas atMarch 31 2016 which have not been deposited on account of a dispute are as follows:
|Name of the Statute ||Nature of dues ||Amount (Rs.) ||Period to which the amount relates ||Forum where the dispute is pending |
|Income Tax Act 1961 ||Central Income Tax ||3162478 ||2002-03 ||Commissioner of Income Tax (appeals) |
|Income Tax Act 1961 ||Central Income Tax ||20362577 ||2003-04 ||Commissioner of Income Tax (appeals) |
|Income Tax Act 1961 ||Central Income Tax ||2995905 ||2006-07 ||Commissioner of Income Tax (appeals) |
|Income Tax Act 1961 ||Central Income Tax ||3228121 ||2007-08 ||Commissioner of Income Tax (appeals) |
|Income Tax Act 1961 ||Central Income Tax ||26204537 ||2008-09 ||Commissioner of Income Tax (appeals) |
|Income Tax Act 1961 ||Central Income Tax ||4600443 ||2009-10 ||Commissioner of Income Tax (appeals) |
|Income Tax Act 1961 ||Central Income Tax ||2303100 ||2010-11 ||Commissioner of Income Tax (appeals) |
|Bengal Agricultural Income Tax 1944 ||Bengal Agricultural Income Tax ||5533624 ||1984-85 ||Commissioner of Agricultural Income Tax West Bengal |
|Bengal Agricultural Income Tax 1944 ||Bengal Agricultural Income Tax ||10874512 ||1989-90 ||Commissioner of Agricultural Income Tax West Bengal |
|Bengal Agricultural Income Tax 1944 ||Bengal Agricultural Income Tax ||13333356 ||1990-91 ||The West Bengal Commercial Taxes Appellate and Revision Board |
|Bengal Agricultural Income Tax 1944 ||Bengal Agricultural Income Tax ||5202053 ||2001-02 ||Agricultural Income Tax officer West Bengal |
|Bengal Agricultural Income Tax 1944 ||Bengal Agricultural Income Tax ||159356 ||2002-03 ||Agricultural Income Tax officer West Bengal |
|Central Excise Act 1944 ||Excise Authorities ||2131179 ||April 2008 to October 2011 ||Additional Commissioner Central Excise and Service Tax Siliguri Commissionerate |
|Central Excise Act 1944 ||Excise Authorities ||10803421 ||January 2010 to November 2014 ||Commissioner Central Excise and Service Tax Siliguri Commissionerate |
|Central Excise Act 1944 ||Excise Authorities ||23894391 ||March 2015 to December 2015 ||Commissioner Central Excise and Service Tax Siliguri Commissionerate |
|Central Excise Act 1944 ||Excise Authorities ||578164 ||April 2015 to January 2016 ||Commissioner Central Excise and Service Tax Siliguri Commissionerate. |
|Central Excise Act 1944 ||Excise Authorities ||206970542 ||April2010 to January2015 ||The Registrar Custom Excise & Service Tax Appellate Tribunal |
|W.B. Vat Act2003 ||Sales Tax Authorities ||318581 ||2007-08 ||The West Bengal Commercial Taxes Appellate And Revisional Board |
|CST Act 1956 ||Sales Tax Authorities ||1183654 ||2007-08 ||The West Bengal Commercial Taxes Appellate And Revisional Board |
|CST Act 1956 ||Sales Tax Authorities ||1985445 ||2011-12 ||Sr. Joint Commissioner Department of Sales Tax |
c) The amount required to be transferred to Investor Education and Protection Fund hasbeen transferred within the stipulated time in accordance with the provisions of theCompanies Act 1956 and the rules made thereunder.
viii. The Company has no accumulated losses as at the end of the financial period andit has incurred cash losses in the financial period ended on March 31 2016. The Companyhas not incurred cash losses in the immediately preceding financial period.
ix. 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 dues to anyfinancial institution or bank or debenture holders as at the balance sheet date.
x. In our opinion and according to the information and explanations given to us theCompany has not given any guarantee for loans taken by others from banks or financialinstitutions during the period. Accordingly the provisions of Clause 3(x) of the Orderare not applicable to the Company
xi. The Company has not raised any term loans. Accordingly the provisions of Clause3(xi) of the Order are not applicable to the Company.
xii. 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 on or by the Company noticed or reported during the periodnor have we been informed of any such case by the Management.
| ||For LOVELOCK & LEWES |
| ||Firm Registration No. 301056E |
| ||Chartered Accountants |
|Kolkata ||Prabal Kr Sarkar |
|May 23 2016 ||Partner |
| ||Membership No. 052340 |