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    Standalone & Consolidated Financial Results, Form B, Auditors Report for March 31, 2016 [Result]

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    Standalone & Consolidated Financial Results, Form B, Auditors Report For March 31, 2016 (Result)

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    Shyam Sunder

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    © All Rights Reserved
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    any aif ws &, ferfids ee) Balmer Lawrie «Co.Ltd. (A Government of India Enterprise) Ref: SECY/StockExchange/2016/ Date: 26" May, 2016 The Secretary, National Stock Exchange of India Ltd. Exchange Place Bandra-Kurla Complex Bandra (E), Mumbai — 400 051 Company Code : BALMLAWRIE Sub. March, 2016 and attached for your record. Thanking You, Yours faithfully, For Balmer Lawrie & Co. Ltd. Kaustav Sen Compliance Officer Enclosed: As above Cc: The Assistant Vice President, NSDL The Vice President (Operation), CDSL SECRETARIAL DEPARTMENT safafa Parr 21, 3ar& game he, HeVTAT-700 001 (A) ‘Bir 01 (99) 2222 53201 55145200 ‘SECRETARIAL DEPARTMENT 21, Nelaj Subhas Road, Kolkata 700001 (NDIA) Phone (91) (3) 2222 $320 5914/6208 [Email bhava k@balmertawro com CIN: Lisaoaws1a2ec01008835 The Secretary, BSE Lid Phiroze Jeejeebhoy Towers Dalal Street Mumbai- 400001 Company Code : 523319 isclosure under Regulation 30 and Requlation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Further, to our intimation dated 22% April, 2018 and pursuant to Regulation 30 and Regulation 33 of ‘SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please note that the Board at its Meeting dated 26" May, 2016, approved the following: 4, The Audited standalone and consolidated financial results of the Company for the Financial Year ended 31% March, 2016 and the fourth quarter of FY 2016 -16, 2. Form B for audit report on standalone financial statements of the Company for FY 2015 -16, 3. Form B for audit report on consolidated financial statements of the Company for FY 2015 -16, 4. The Auditor's report alongwith the financial statements, of the Company for the year ended 31% 5, The statement of Assets and Liabilities for the half-year ended 31* March, 2016. ‘The Audited Financial Results shall be published in the newspapers as per Regulation 47(1) of SEB! (Listing Obligations and Disclosure Requirements) Regulations, 2015 and would be also available on the website of the Company (www-balmerlawrie.com). The aforesaid results and Auditor's report are ‘The meeting commenced at 1:20 P.M (IST) and was concluded at 5.00 P.M (IST) sédaga arate 21, Bast gee be, HeraTeN-700 001 (TA) Reiter Oe 21, Neti Subes Road, Kolata- 70001 (INDIA) Website wwalmetawrie. com Indust! Packaging» Grosses & Lubricants Leather Chemicle» Travel & Vacations Logis Infasiucture & Sorioas+ Refinery & Ol Fel Senices SECRETARIAL DEPARTMENT ae Sore Bone gent Seer! (me) a]) Ma eite woe &. feftits Savin uoabsan se soe YB) daimertawries co Lea. SS a won FORM B (for audit report with modified opinion) Name of he company Balmer Lawne & Cs, Lt 2 Annual tn ences I statements forthe year Standalone 31¢ March, 2016 Whether — 4. | Frequency of qualfeation repetive— ‘Grew alieniion & relevant roles in a fenoual francial statements and management response tothe {qualification inthe directors report May aive gt of quaicaonameaaings (Refer age. numbers sy the. annual reper) ae ‘managements response Refer Annexure 1 _ ‘This may relate to nature of te qualfcaton including matenaity, agreementcisagreemer on the aualifcstion, stops taken to resolve the ‘Quaiicaton, | Rational — comments fom Dosrdlauct commits chair Refer Annexure 4 0.66 signed by + CEOIManaging Director + cro AE? * Auditor of the company . + Aust Commitee Chairman apr 2 Se ge, E7001 (a) Ret 2 Nei Si Ro Kala" NO We wae ‘Saar -Goene Lr La Gens Tt eats apisaanan Beware FoN Bor ‘Qualified opinion in TFC Internal Finacial Control over erwit authorization, in the areas where there are cach teansscton (SBU: Tours &Travels [TT], needs strengthening. While analysing the gaps, it was observe that, preventive contol, ensuring independence of cash and accounting function in implant office needs improvement ‘Manegement Response ‘The audiors have given qualified report on the Standalone and Consolidated financial Statements regarding intoral financial control in rexpest of one of the SBU’s of tho sompany. A case of misappropriation of eash through wrong adjustments was noticed by the company in one ofthe units of Belmer Lawrie & Co Ltd during the course of review of debtors in the ‘month of January, 2016. The company is presently underaking a thorough reconciliation of ‘he relevant outstanding. Based on preliminary in-house enguiry, an amount of 34.58 lacs has ‘ow been identified as defalcated and the same is provided fr inthe books, The case has since been handed over to ivestizatiag agency aunl necessary furer legal action will be taken ‘hereafter. Action has been initiated to separate the cash and accounting functions of the SBU. (Qualified opinion in CFS ‘We did aot audit che financial statements of PT Balmer Lawrie Indonesia (PTBLI), a jointly controlled entity ofthe wholly owned subsidiary Balmer Lawrie (UK) Lid forthe year ended 31st Mareh, 2070 as prepared by the management of PTBLL, whose financial statement reflect total assets of Rs1201 6 lac es at 31st March 2016, total revenue of Rs1219.80 lac and net ‘ash inflows amounting to Rs.13.16 Inc forthe year ended on tht date, as considered inthe ‘consolidated financial statements. These financial statements are unaudited (refer Note No, 23.7) and have been furnished to us by the mansgement and our opinion onthe consolidated Finazcia statements, in fer as it relates tothe amounts and disclosures included in respect of| the sad jointly conrolled entity (PTBLD, and our report in terms of sub-sections (3) and (11) of Section [43 ofthe Act insofar as it relats to the said jointly controlled entity (PTBLI), i based solely on such unaudited financial statements Manegement Response ‘The auditors of PT Balmer Lawrie Indoresia (PTBLD, Indonesis, a joint venture of our whelly ‘owned subsidiary Balmer Lawrie (UK) Ltd, have eleasd the draft accounts andthe final audit report isin the process of review and will be released shortly, The company’s proportionate share of Income of INR 1219.80 Lakhs (0.37% of the total income) and assets oF TNR 1201 64 Lakhs (0.59% of the total assets) was considered in the consolidated financial statement of the ‘company based on such draft accounts of PTBLI communicated by the joint venture auditors comay lo io an hin lw los Provious period year’s igures have neon regrouped /re-rrange wherever necessary, ‘The shove esis including Segment Reporting and Consolidate Financial Reauls have heen reviewed by the Aust Commit and approved by the Boars of Director at hat meetings held on 26 May, 2018 ‘The statoment of Asset and Lables ae required under cause 3( of Listing Obligations and Disclosure Requiemant sae under & in crows uted] Rusted EQUITY AND LAB TES as at samaanrs | auovzois ‘Sharsn’s rants (3) Share Capta zs] aso (8 Resewe & Suns ssses| arse ‘Sub-Total - Shareholders Fund wars] — wae ‘Non = Gurren Lisiies (3) Ober cang-Tam Labites 00] atat ‘Sub-Total - Non - Current Libis am] ae ‘Curent Liabitties (ai ede Payables zur) airs (5) Cine Curent cabities 2ioss| 7480 (2) ston Term Prowsine foase| tear ‘Sub Total - Current Lables ia] ase TOTAL - EQUITY AND LABILTIES (ae Non-Currnt Assets (a) Px Anse esis] ante (b) Now curt ivestrant sao] “740 (2) Detar Tax Hoses tet) on “2 (2) Lang Ter Loans an Avance 240] 1605 ‘Sub: Total: Non = Curent Assets mia 25 | aes ‘Curent Asaota | vetoes 976] 3010 (rove Receaie aio] MES (@ Cash ara Goth Squveens | ssass} e129 (s) Stontermicans ane savances asso] 438 (e) Ones current assets zat| 2313 ‘Sub Total- Current assets Tastes | asa TOTAL -ASsETS aa] ae ‘The auited accounts are subject to review bythe Gompteollar and Auto General finda under ‘Section 146 ofthe Companies Act, 2013, ‘The Board of Directors has recommended 2 dividend @ € 22.00 per equity share as on 31.3.2018 forthe Sinaia yoar ended 31 March, 2076 ‘The autos have made 2 qualifcationimadifi her opinion nthe aut report for which Form @ is being Corresponding "Tgure ar” gure fr seme SSE svouaae aenaors "uae Pectin seas 090 {fee sr Soomen Revenue (assy “S380 Segment Rese ProfLae) blr Tax nest) 5 Cites tte & ser Su osar stand attee Lose: ores ose ont ou aus sar i) Ober u-ocable expends cia 8a aaa "nous Paeapig wn ments atan| Gree a umcants sey Mest uae Hae DUTTA. 7A, Kiton Sankar Roy Road SARKAR & COMPANY 2nd Fleor CHARTERED ACCOUNTANTS Kolkata : 700 001 IDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF BALMER LAWRIE & ‘CO, LIMITED ‘Report on the Standalone Financial Statements We nave austed the accompanying standalone financial statements of Balmer Lawrie & Co, Lites (the Company), which comprise the Balance Shest as at March 31, 2018, and the Statement of Profi and Loss and Cash Flow Statement forthe year then ended, and summary f significant accounting polices and other explanatory information in which are incorporated the returns forte year endod on that date auted by the Branch Auditors ofthe Company's branches located under Norther ragion, Westom region and Southern region Managements Responsibility for the Financial Statements ‘The Company's Beard of Directors is responsible forthe mstrs slated in section 134(5) of the Companies Act 2019 (the Act’ wth respect tothe preparation af these standalone Financia Staloments that ge @ tue and far vew of the financial poston, tancal perfomance and ‘ash flows ofthe Company n accordance withthe accounting princes generally accepted in India, intuding the Accounting Standards speced under section 123 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014. Ths responsbily also includes maintenance of ‘adequate accounting records in accordance ith the provisions of the Ac for safeguarding feesls oF the Company and for preventing ana cetecing aude and cther inegustio, selection and application of sppreprite accountng poles; making judgments end estimates ‘ht are reasonable end prudent: and design, Implemeniaton and maintenance of adequcte item Francia! contols that were operating effectively for ensuring the accuracy and completeness ofthe accounting ecards, relevant to the prageaton and presentation of the financia statements that ve a tue and far vow and are fee from mateet mactalement, whathor duet fraud or err. Aueltor's Responsibility ‘Our responsibilty i 1o express an opinion on these standalone Francia! statements based on cur eual, Wie have taken Ini account the provisions ofthe Act, the accounting and aucting standards and matters which ae equred to be Included inthe aut rezot under the provisions ofthe Act ‘ard the Rules made thereunder. ‘Telephone : +91 33 2248 1760 / 2213 1388, Telefax; 191 33 2282 4609/2010 3885 E-mail: Info duttasarkarcom dusae 2009@edifinal lebsie = ww. dutasarkar.com DUTTA. 7A, Kiron Sankar Roy Roa SARKAR & COMPANY 2nd Floor CHARTERED ACCOUNTANTS, Kolkata - 700 001 \Wie conducted our aut in accordance vith the Standards on Aung spectied under section 149(10) ofthe Act. Those Standards require that we comply wth ethical requirments and plan ‘and perform the audi to obtain reasonatis assurance about whether the financial statements 21000 fom material misstatement, An aucit involves performing procedures to obtain aut evidence about the amounts and daciosures ip the francialstsiements, The procedures selected depend on the audtors Judgment, inleding the assessment of the rsks of material misstatement of the financial loments, whethor duo to fraud or ero. In making, those eek assessments, the auctor Considers internal financial contro elvant tothe compary's preparation and fi presentaon of the financial sttomants in order to design aut procedures tnat are approoriao in the cirounstances, An audit also Includes evslusting the appropiateness of accounting plies used andthe ressonablonass of he accountng estates made by the Company’ Directors, as \wolla evauotng the overall presentation of tre financial statements Wie boleve that he audit evidence we have cbisined is sulelent and appropriate to prove a basis for ou aust onion. Opinion In eur opinion and to the beat of sur informon and accusing ly Ue engi given us the aforesaid standalone finance statements give the informtioneequlted by the Actin the ‘manne: so required and give a true and fair ew in conformity wth the aoceuning princes goreraly accepted in nda: (a) nthe caso ofthe Balance Shost, ofthe sate of ata of the Comeany a8 at March 31 (©) inthe case of Statoment of Profit and Los, ofthe Prof forthe year ended on that date and (6) in the case ofthe Cash Flow Statement of the cash fous forthe yaar ended on that ate Emphasis of Matters We dravv attention ta the following Notas tothe financial statements, which deserve the uncer related to th outcome. Our pinion i not quae in respect tis mater jelephone : +91 38 2248 1760/ 2213 1589, Telefon +51 59 2200 4889 2010 Ermail: info@dutasari.com / dusee 2009@ rediffmail.com Webste uns duttasriarcon DUTTA A, Kiron Sankar Roy Road SARKAR & COMPANY 2nd Floor (CHARTERED ACCOUNTANTS Kolkata 700 001 8) Nowe No267 “Trade receivables, loans snd advances and deposits for which confimtons sre not recetved ftom the pares are subject to reconcitaton and consequental adjustments on determination! ocept of such confit’ Note No. 26.20: "A case of misappropriation of cash though wrong adustments was noticed in one units ofthe company during the course of review of debtors In the month ®) ‘of January 2018, Tha company is present undertaking a thorcugh reconciliation of the relevant oustanding, Based on preiminay In-house enquiry, sn amount of RS.24 58 Las nas no been Mente a cefatcated an the same Is proved for nthe Books, ‘Tho case has sinoe been handed over to investigating agency and necessary futher legal acon wil be akan thereafter. ther Matter 5) Confirmation of outstanding balances of race recente, cams recoverable various advances, doposis, rade payables and other ibilios was not avaiable for cur verfcation We de not aul the francial statements of three (3) Regions included in te standalone ‘nancial statements of the Company whose farcial statement reflect tial assats of °s.85746.69 lac as st 31 March 2016 and total revenue of Rs. 23190827 lc forthe year fended on tat date, as considered inthe starcann franca staemants. Tha face! ‘atomonts ofthese rogions have besn aucite by the branch auditors whose reports have been furnished tous, and our opinion i $0 far 8st estes tothe amounts and disclosures Included in respect of these Region, based solely onthe report of such Branch auditors, ®) (:fe } ‘Telephone | +51 39 2248 1760 2018 1893, Telefon” +9190 20 Esmall»info@dutasariar com / dusee 2009@ rediff Webste wus duttasarkercom 3589) 2010 3855 DUTTA 7A, Kiron Sankar Roy Road SARKAR & COMPANY 2nd Floor (CHARTERED ACCOUNTANTS Kolkata - 700 00 Roport on Other Legal and Regulatory Requirements 1. As required bythe Companios (Auditor's Report} Order, 2016 (the oder) issued by the CConval Goverment in arms af Secton 14311) ofthe Ack. give inthe “Annan 2 statement onthe matiorsspecsed in paragraphs 3 and 4 ofthe oder 2, fs oqured by secton 143 (8) ofthe Ac, we report that our krowedge and bait were necessary forthe purpose of our aud. ) In our eplnion, proper books of accounts as raquad by law have been kept by the (Company so far at appaar rom aur examination of thse books (©) The reports on the account ofthe tree (3) Regions of the Company auctted under section 148) ofthe act by Branch eueltors have been svbmies tous and have been property deat ith by us In preparing ts repo, “ ‘Tho Balance Sheet, the Statement of Prof and Loss, and the Cash Flow Statement eat wth by this report are in agreement wih the boos of accounts, In our opinion. the aforasald standalone financial statements comply wth the Accounting Standards spectied under Section 198 of the Act, read wth Rula 7 of he Companies (Aczounts) Rules, 2014 1) On the bass ofthe wnt representations received from the crectors as on Sts March 2016 taken on rocord by the Board of Directors, rane ofthe doctors cisqualfad as ‘on st March, 2016 from belng appointed as 2 director in terms af Section 186 (2) of the Act With respect to the adequacy of the intemal Fancial contros evr financial poring of the Company and the eperating effectiveness of such contri, refer to cur separate tape tna fee YY S +91 33 2248 1760) 2015 1383, Telefax | 49139 2050 A809) DEI BBS E-mail: info@duttasarar com / dusne 2008@ reiffmail com Website won dttasarian.com 9) Teeshons DUTTA, 7A, Kiron Sankar Roy Road SARKAR & COMPANY 2nd Floor (CHARTERED ACCOUNTANTS Kolkata - 700 001 h) With respect othe ater matters to be included In the Auditor's Report in accordance with Rule 1 ofthe Companies (Aust and Austors) Rules, 2074, n eur epnion an to the best of ou ntrmation and according to the explanations given tous 1) The Company has disclosed the impact of pending Iigatons on is francil statements ~ Ref Note 26 2(a) and (b) to the financial statements 5) The Company id nt have any longer contracts including drvative contracts {or ich tere were any materiel foreseeable losses. i) There ware no amounts which were raquiad to ba transfered to the Investor Education and Protection Fund bythe Comary. 1M) As required by sacton 149(5) of he Act a statsment on the matters specified as er directions gen by the Comptolor & Autor General of india 6 given in “Annexure: For DUTTA SARKAR & CO. Chartered Aasountarts He Chadron’ Mambership No. -.063052 Frm Regataton No 303114 Date: 26.05.2016 Place: Kolkata Telephone +91 58 2248 1760/2218 1885, Teeiax Email: info dutteserkarcom ! uses 20096; Website: wesw dutasrkarcom 135 2282 885) D210 SERS DUTTA TA, Kiron Sankar Roy Road SARKAR & COMPANY 2nd Floor CHARTERED ACCOUNTANTS Kolkata - 700 001 [ANNEXURE ~ A’ TO AUDITORS! REPORT |AS REPORTED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE. 8) Inrospectot ts fxd asses: ') Tho Compary has ganeraly maintained proper records showing full prewar, Including quanttatve dots ane stuaton fe ed assets {oyThe Company nas areguar programme ct physical vemieston fis hod aots by “which plant and machinery are veries every yest an her fed aesets re veifiod 2 2 phased manner over period of three years which, in aur opinion, is reaeonabie having regard tothe sizeof the Company and nature of ts asta, Ae explained tus in accordance with te programme plane and machinery and certain ater fed assets “tore verfed curing the yaar and no masters dssrepancies Were notcod on sah voreaton, {c) According tote information and expanations given to us and on tha basis of our examination of the records ofthe Company, lle deeds of Immovable properties sre hai in the Name of the Company except fo the exon ef the properes ar values ‘pectind in Note NO28 (a) and (0), ji) The inventory of the Company except goods in ransit has been physically verted uring the yearby the management. In our opinion, having regard to tho nature ane locaton of inventory the fTaquancy of vetfeston i reasonable andno. mater screpancies wore noted on such veicaton. ii) The Company has nct granted any loans, secured or unsocured to companies im or ‘ther partes covered Inthe register mannained undor secton 189 of the Companias Act 2013. Accordingly clauses 3) a) 0 3Ul () of the Order are ot appicabn, *) The Company has ro ven ay an, curren. sitio ae masimets ‘Companies Act, 2013, ) The Company has not accepted any deposits, according othe decives issues by the Reserve Sank of India and the provsione of sections 79 to 75 or any ater relvant provisions ofthe Compenles Act an the ules Famed thereunder, We have broadly eviewod the cos record maintained by tha Company in respect ofthe baducts of Gresse ane Lubreamts, Indust Packaging & Lester Chemica where, Dursuant tothe Companies (Cos records and Aust) Rule, 204 read win companies (Cost receres and’ Ault) Amendment Rules, 2074. prescribed by the. Cental ‘Goverment under sactan 148 ofthe Comparies Ac, 2013 and are ofthe opinion it, prima Taco, tho presenbed cos records have been maintained. We have, Nowaver nt ‘ace a dead examination ofthe cost racers wih @ ew to termine whether thay (enhone : +91 33 2248 1760) 2215 1895, Telefax 491 39 D080 4589] GE10 BBS E-mail: info@dutasarkarcom / dusac 2008@ redial cam ‘Website -wiewdutaserkarcom DUTTA, 7A, Kiron Sankar Roy Road SARKAR & COMPANY 2nd Flor CHARTERED ACCOUNTANTS Kolkata - 700 001, ‘10 accurate or complet. To the best of our knowledge and according to the ‘nformaton snd sxplanatons given tous, the cenral government has not preserbed the ‘maintonancs of cast ecard or any ather product ofthe Company vi) (a]The Compsny has generally been regular in deposting undisputed statutory dues Inousing provident fund. empoyess sata insurance income tax, sales tax sence tox ty of customs, duty of excise, value added tax, cess and other sattory dus to the ‘appropiate authrdes ane thar was ne amount dus or mare tan sk months a te Ibs ay of the rancial yer. (b) The disputed statutory dues of income tax, sales tax, sanice tax, duty of customs, ‘hay of excse and value added tax aggregating to Rs.10786.49 lac have not been {feposted as merdaned in Note Noe Zia) to the accounts showing the amounts Involved ang the forum where the dispute is pending, vii The Company has not defaulted in repayment of dues to any financial instutions or Banks as at the Balance Sheol date and tere is debenture oer |x) The Company has not ased moneys by way of Inia puble offer other public offer (incuing cabt Instruments) and tem leans dung the yest under audit. Hence this cause not appicatle, 1). Attention ls drawn to Note No. 26.29 whore fraud has beon detected on the Company uring the year end accaring tothe information and expianation given to US no fas by te Company has been noticed or ropated dung the yaar Xi) By vitue of Atle 7A ofthe Aces of Associaton ofthe company, the Present of Indias ented to detamine terms and conditions of appalriment ofthe Deestor. The inter ala Includes determination of remuneration payabe tothe Virol: Tine Oectos, once ts clause ie not sppicabe, xxi) Tha Company isnot @ Nidhi Company. Hence thi claus snot applicable, xil)Accering to the informaton and explanations provided to us and the records of the ‘company examined by us, the Company has not been able to comply with the Fequrements of Secion 177 In respect of compositon of Aud Commitee, since Independent directors on the Board ae yt fa be apron by the Government of India. Al transactions of the Company with related pats ae in compliance with Secton 188 Of Companies Ac. 2019 mira applsctiy we nw Olas rave Low cme Ue Financial statement in Nota No, 2820() and 3) a8 reaued bythe apolicble accounting standare Telephone > =91 83 2045 1760) 2213 1838, Telefax V51 59 2000 4085 Da) E-mail» inlow dutasarkarcom / dusee 2009@ edifmall com ‘Websites wnrwdutasarkarcom DUTTA A, Kiton Sankar Roy Road SARKAR & COMPANY 2nd Floor (CHARTERED ACCOUNTANTS Kolkata - 700 001 Xx) The Company has not made any prefrontal allotment or private placoment of shares ‘or fuly or party converte debentures during the yaa” under review Hence this couse iS not applicable 10) The Company has nt entered into any non-cash transactions nth dractors or parsons connacted wh fim. Henoe, this Gaus 6 not applicable, 1) The Company isnot aquired tobe rgiterad under section 4S IA of he Resenve Banik of rca Act. 1834. Hence this clause snot appeaba. Cale 28.0520 é ’ Feroureasapeana.co 7 Chutmee Aeaoes 7 : ° “ \ MM Onabrnnnks (Wainak Chakrabarty Partner Membersnip No. -os2052 Fm Regstation No 909114 Telephone : +91 33 2248 1760 / 2213 1886, Telefax . 451 33 2282 4689 2010 snail: info@duttasarkarcor ) dusac 2009@redifimal com Website: wu dutaserkercom burra 7A, Kiron Sankar Roy Road SARKAR & COMPANY 2nd Floor (CHARTERED ACCOUNTANTS Kolkata - 700 001 “Annexure B° tothe Auditors’ Report Report onthe Internal Financial Controls under Paragraph (i) of Sub -saction 3 of section 14d ofthe Companies Act, 2013 ("the Act) ‘We have audted the iteral finan controls over financial reporting of BALNER LAWRIE & (CO. LIITED (the Company) a8 of 31" March 2016 in conunetion with our audit ofthe fipancal statement of the Company forthe year ended on that date Managements Responsibility for Intemal Financial Controls, ‘The Company's management fs responsible for estabishng and maintaining iteral financial carts Bebed an the intemal contol over fnansal reporing srtara.eetabiehad by the Company considering the essenal component of intemal cont stata in to Guidance Note fn Audit of Intornal Financial Conels over Financia) Reporting Issued ty the iste of Chartered. Accountants of Ind. (ICA'). These. responsiblties incude the. design, Implamentaton and maintenance of adequate intrnal francial cortals that were operating ‘ectvely for essuring the ardor and efit concust os business, including adrerence © Companys poices the safeguarding of te estes he prevention ang detacen cf fracd and ro, the accuracy ane complataness ofthe sozouning records, ana the tmey preparation of ‘elie financial information a roqured under the Companies Aci. 2013 Auditors’ Responsibilty ‘ur maponainity is ta express an opinion on the Company’ intemal financial contol over ‘nancial renoring based on our aud. We conducted aur aust in accordance wh the Guidance Nota on Aust of Inaral Fnsrcia! Controls over Financial Reporing (the “Guidance Noe) and the Standards on Austin Issued by ICAI and deemed tobe presses under section 143(10) cof the comparios Act, 2013 to the extent appeatis to an aut of Internal franca conta, Both applcabe to an audt of Inferal Financal Contos and. ih ‘esued by tne Insute Chanerec Accountants of Inia. Those Standarde and tho Guldaros Nota raquo (na ue comply with ethical roquremerss ‘and plan and pecform the audt to oblan reasonable Ssrurance. atest whathar adaqusta interal francial canals over nancial rerng wae {slabished and maintained and whether such convols operated efecWvely al! materal respects ue avait insohies performing procedures to abtsn auc evince about the adequacy ofthe Inte controls systam over trancislreporing and thar operating effectueness. Our aud of! ieral financial conto's over financial reporting, assessing ie rsk whether material weakness exes and testing and evaluating the design and operating effectiveness of itemal contra including the assessment of the risks of material misstatement of the financial statements, hater duet rau or err We batiove tha the aust evidence we have obtained is sutclent and appropriate to provide a basis for our aut apnion an the Regions internal facial contls system over inane reporting, £2248 1760 / 2015 1988, Telefax» +91 83 2080 4889] 2010 OBS E-mail: info@duttararkarcom / dusac 2009@cediffmall com Website: un dutasarkarcam DUTTA TA, Kiron Sankar Roy Road SARKAR & COMPANY 2nd Floor CHARTERED ACCOUNTANTS Kolkata - 700 001 Meaning of internal Financial Controls over Financial Reporting ‘A Companys internal financial contol aver francialrepoing i a process designed to provide ‘reasonable assurance regarding the relabity of financial reporing and the preparaton of financial statements for oxtomal purposes in accordance with goneflly accapted accounting pinces. A Company’ internal financial ent ovr fnancal reporing iudes thase pales Sd procodures that (1) pertain to tne maintenance of recor, that In reasonable dell ‘ccutately and fityvflec the Vansacton and deposition of the asses ofthe Company (2), provde. reasonable assurance. that tansactons are recorded as novossary 10 permit propsraon of financial statement in acordance wh generally accepted accountng pines, Bnd that raceipis and expenditures of the Company are baing made nly in accordance vith Suthorsation of management and directors of tha Company, and (2) provide ressonabla assurance regarding prevention and or timely detacton of unauthorised acqustion, use or {postion of the Company's asset that cols have materia font on te nancial stterents Inherent Limitations of Internal Financial Controls over Financial Reporting Because of the inherent mations of intemal facial conrale over nancial reporting ‘cluding the possibly of colusion of morooee management overde of contels. matoral misstatements duo fo errr or feud may occur and nt ba Galociad. Alo, poecion of any Gvaluaion of temal financial coro over franclal reporing may ecome inadeauat® because of changes in condition, or that the dagree cf compliance with he poliies or procedures may deteriorate Qualified Opinion ‘According to the information and explanations gen to us and bated on our aut. the foloning matarial weakness have boon idersfid as at March 31,2016 2) Intemal Financial Contol ove credit authorization, inthe areas where there are cash transaction (SBU- Tous STravels (TAT), needs strengthening. While analysing the 996, was observed thet, preverive cant. ersunng independence of cash and ‘counting function in implant alos needs improvement A material weakness’ is @ decency, or a combination of deficiencies, in internal Tranci contol over financial reporting, such thet thera is reasonable possibilty tht = material Iissttemant ofthe company’ annval or interim nancial statements vl ot be pravanted or ‘tocted ona timely bas, Other Matter During he year under us the comany has ated a process of having competent ‘calor he searing the sera atc ncng wnat contol over ane epring Ineooreing REM and gap vockrg win a casegtan ofthe bac. aocass and Sk theo On wabktvoug of the mad! for sing ard akg reve of eaeausey apd (7 oN Se Telephone? #91 38 2068 1760 / 2219 1599, Teen v5! 00 2080 86S | DONO ARES Emel mio@utatcarcor | dota 20096 din com Wome doatorom DUTTA 7A, Kivon Sankar Roy SARKAR & COMPANY 2nd CHARTERED ACCOUNTANTS Kolkata - 700 001 lffectveness of the system of contol in place, some gaps have been idontied both in acequacy of design and effectiveness. This Is however under the echve process of meeting the gaps th allt In our opinion, except forthe fecsipossibie ffsts of the material wesknessies described above on the achioverert of the oblectves of the contol citea, tho Company has maintained inal matoral respects, adequate intemal facil controls over finan poring {and such intemal fnancia! contas over financial repering were operating etecively a3 of March 31, 2018, basad on tha intaral convo over franclreporing erera established by the (Company considering the essential components of nieral contro stated inte Guidance Nota on Aust of intomal Financial Contos. Over Financial Reporing ised by the “inebtte of Chartered Accountants of Ina We have considered the material akneeses dentiad and report above in deterring the nature, timing, and extort of aude tests applied in my ! out audt of the March 31, 2076 standalone financial statements ofthe Company, and the | these material weaknesses does ‘ot! do not alec our pinion ann standalone nancial statements ofthe Company For Dutta Sarkar 8 Co, Chartered Ascounanis (ems Registrtlon NosOsTT4E) Peat vos2316 M: Unabaelank ean ) ae cote Teen ne +91 33 2248 1760) 2018 1893, Telefax | 49139 2082 A809) 2DTO 38BS E-mail = infowdutasacar com ! dusne 2009@ rediffmail com Webste unin dtesniarcom DUTTA TA, Kiron Sankar Roy Road SARKAR & COMPANY 2nd Floor CHARTERED ACCOUNTANTS Kolkata - 700 001 Annexure Direction under section 1435) of te Companins Act, 2078 tor rani ia Jeasohoid land for which We! tase deeds are not avalabe? Annexure" 2 | Whatier tere are any casos of waive’ wile of of Geb’ loanal”Detale are Intros ot. if yes, the reason there for and amount involved fumshed “in | | Annexure 'C-2" "| Whathor oper records are mntalnad Tor ventorae Wing wih rd Not apTcablo “partes esses rocehed ae gt! grants) fom the Govt. or eher authortias | Wee “Telephone : #91 33 2048 1760 / 2218 1888, Telefax . +91 83 2062 4889) 2010 2885 E-mail: info@dutiasarkar com / dusae 2009@redimal com iebsie = ww. dutasarkercom DUTTA, ‘TA, Kiron Sankar Roy Road SARKAR & COMPANY 2nd Floor CHARTERED ACCOUNTANTS Kolkata - 700 001 Dicection uncer section 143(5) ofthe Companies Act 2013 ‘Annexure ~C-1 Detais of treed and leasehold land for which thie lease deeds ara nat avalale as on 31.03.2016 sy | Location area Remarks eae \eoatpur Holey nome, ssa Balmer Lawrie &Co.23,NS.readKohats: 700001 | Sah 3 | Lebee daeck viable etna 3Chatak Texas ipwre ue Fondue ‘iOGE 5a | Oral The ease rar ules Lari Co Farts one ore 7 a8 Yaa ea aTEBE | | s.qseens arc kot 700018 fetta, and 7 | tae je | 3 Bram Ra Pa alow Tie eae anean nae 6S etna crea Ra, KSWGT7aDuBS wwe He aoe aie "7 a ena Barge Ce Raat TEE | te det aaa | 70018 | | i Sife, 5 Tesveseecrvalaba raths, 7 cratae | oe ~ | Hind Apartments, Fat co 4022 Balygunge | 1000S. Lane desde waianie | Parka Kosta: 700018 38, Balygungs Crevar Roa, Kolata: 700018, 10 arta Appatnents, 10 Grsaday Road Kolata’ | 2005—7 | Laave dead waable ro0019 Teas cade abe 1 Genk ppatiens 50, ranaala Lane, Boek | flr eats: 700080 TE evietham cnc tae away SB Ca RT New ethoom ole Aro arden oes pe ntact com uses 2008¢redtere coe Webste un dutasatarcom DUTTA TA, Kiton Sankar Roy Road SARKAR & COMPANY 2nd Floor CHARTERED ACCOUNTANTS Kolkata - 700 001, ey Location ro Tomas Sortoetahes nom a re BT we 6) 31052005 and or Contsine & ae: Dion | ee 1 Sg ousasemen mug SSSR Cee Tae aay) wre Oo Sees, Mut oa ae | oot state A 7 Gis Ie ee aaa Inds PachagngDivsion Hot No. 5,616, | moc sening tr | 1, MOG, Tab, stil aes, Mahara fegsvoton GH? ‘208 cesar lene ceed | ouna | aT aT No 20/1, seyivitge, Shave 96230 | Ise sess res saive | Serve Wo- 201. Soe St | Cony of agreement | | found 3 oan Te ae leas deeds rot avai, | ory of aszeement ours. | | Survey No 25/1/1, tadolvioge, vase 295230, [20° Bl Rouingcomalen, PotNa Ei BT2, Second, —Bedzag, me Ptacopy oF OU wih || Preset Nera Nav! Mumbs 420 708, | coco aaiabe | “Telephone : +91 39 2248 1760/2213 1933, Telefax . +91 38 2282 4869/2210 S855 Evmail: info@duttasatiarcom / dusac 2009@rediffnailcom Website: wars dutasarkar.com DUTTA 7A, Kiron Sankar Roy Road SARKAR & COMPANY 2nd Floor (CHARTERED ACCOUNTANTS Kolkata - 700 001, Dioction under sacton 1435) of te Companies Act 2013 Annexure =C-2 Dota of wrt of debi, advances, deposits ane ited asso tc. a on 37.09.2016 Ressontorwtecte SCRE ‘used Damage 390 ‘erence Sue Duty 385 Cosea Busnes ary ntraceabe $838 ‘Retoc Doausion vy uiemern?econciaton Moser soos atty rata Setlen aap goose 305 anolaton Cnarges Serie fax tpi by customers 7 Seraoe Crago Ne Show teces Pee atterent ot pabyoustr wen Diteence of var, ost ae Damage Cherpes Pon chrgesTrarsh Peraty 333 oS ecevable aaa ee 1092 — 038) Fajced bal not brought back rm custamae (Greases) | oso TR a © Depaciis Sirary Deposte writen of “5 Fives Reeata © We off of daa depont againet paviions aaa IReelay yeas > orawo Toray a “Telephone: +91 53 2048 1760/2213 1895, Telefax. 791 59 2000 4889 2010 3885 E-mail: info@duttesarkarcom / dusac 2009@rediffmall com ‘Website: ww dutasartarcom eed = io | seat eons. fee Seanenanenn J Balmer Laure co Le oa 1.) Name of the company Balmer Lawrie & Co, Lis 2, | Annual financial statements forthe year 314 Maren, 2016 3. Type of Aust qualification Qualifed Dsclameret inionaverse TWhetier appeared fst time. 7 4. Frequency of qualifeation repetive.... snes haw long period mit coy ‘aw attention © ria May give gist of qualiicaionsheadings (Refer management” response to the | managements response aqualfcation inthe crecors report: L Refer Annexure t ‘Adaivonal —cammanis fom the | This may reste t nature of the qualfeaton Doardiavdk committee chaic including materity, agreemeni/disagresment ‘on the qualfeaton, steps taken to resolve the ‘ualiication. ete Refer Annexure 4 Tobe signed by + cEOIManeeing Orector ee + oro ae + Audtor ofthe company + Aust Commitee Chairman ? ‘pe wie 2.6 one, Se Raped rN St Rl Kala) (NOL Wireman ‘pa Puagrg sm be ee ene VV Lai aa Raby 8a Qualified opinion in IFC Intemal Tinencial Cosiol over credit authorization, in the arcas where there arc cash teansaction (SEU Tours &Teavels (T&T), needs strengthening. While analysing the gas, it was observed that, preventive control, ensuring independence of eash and accounting function in implant office needs improvement Management Response The auditors have given qualified report on the Standalone and Consolidated financial statements regarding internal financial contol in respect of one of the SBU's ofthe company. A case of misappropriation of cash through wrong adjustments was notied by the company in one ofthe units of Belmer Lawrie & Co Lid during the course of review of debtors inthe month of January, 2016. The company is presently undertaking a thorough reconciliation of ‘the relevaat outstanding. Based on preliminary in-house enquiry, an amount of 34.58 lacs has ‘pow been identified as defaleated and the same is provided forin the books. The case has ince ‘een handed over to investigating agency and necessary turner Legal aotion Wil be Taken ‘hereafter. Action has been initiated to separate the cash and accountng functions ofthe SBU. Qualified opinion in CFS ‘We did not audit the financial statements of PT Balmer Lawrie Indonesia (PTBLI),a jointly controlled entity of the wholly owned subsidiary Balmer Lawrie (UK) Lid, for the year ended ist March, 2016 as prepared by the management of PTBLI, whose inaneial statement reflect total assets of RS1201 64 lac as at 31st March 2016, total revenue of Rs1219.80 lac and net cash inflows amounting to Rs.13.16 lac forthe year ended on that date, as considered in the ‘consolidated financial statements. These financial statements are unaudited (refer Note No. 23.7) and have been furnished to us by the management and our opinion on the consolidated Financial statements, n so fara it relates tothe aiounts and disclosures included in respect of the sid jointly enotret ety (PTRED, ander roe in terms of sub-secions (3) and (11) ‘of Section 143 of the Actin so far as it oates to the sid jointly controlled emiy (PTL), is ‘sed solely on such unaudited financial statements ‘Manegement Response - ‘The auditors of PT Balmer Lawrie Indonesia (PTBL, Indonesia, a joint venture of our wholly ‘nod subsidiary Balmor Laut (UK) Ltd, have rlossd tha dra accounts and the final audit repor is inthe process of review and will be released shortly. The company's proporionate share of Income of INR 1210 S0 Lakhs (037% of the total income) and assets oF TNR 1201.64 Laks (0.59% ofthe total assets) was considered in the consolidated financial statement ofthe ‘compar based on such draft aecounts of PIBLI communicated by the joint venture auditors SAME Can 268. ‘ik: Liserawnsszacoveoatss eaasinn freeman aan i ot ef igen 2 saurvaND ABLES ar cs sagas | auth 2 mney mee | 2 Non-Car aie 3) ing oh Pome Se] a | TE TE woe 8 asses | + ensue ses | 2 Sumtasats | ora. assers ac Ione tte comsany marae Ro. one aw 0 10 a Ringed wpe ermine caters DUTTA TA, Kiron Sankar Roy Road SARKAR & COMPANY 2nd Floor CHARTERED ACCOUNTANTS Kolkata = 700 001 INDEPENDENT AUDITORS’ REPORT TO THE BOARD OF DIRECTORS OF ‘BALMER ‘&.CO.LINITED Report on the consolidated financial statements \We have austted tne accompanying consolidate financial stomerts of Balmer Lawrle & Co, Limited (retenataer referres fo as “the Holding Company’) and is subsilanes( the holding company and ts subsidiaries together a8 “the Group’) and jainly conlec ens, Comprising f the Consolisates Balance Shest as at March 31, 2016, a the Consoideted Statemant of Proft and Loss and Conscldsted Cash Flow Statement for the year then fended, and a summa of sigileart accounting plcies and other explanatory information (Gareinater referred ta 96 he eqnanisatrt facia statamaris) Management's Responsibility for the consolidated financial statements ‘The Holding Company's Board of Oiectors is responsible forthe mates sisted in the Companies Act 2013 (the Ac’) with respect to the preparation of these consolidated financial statements that give @ true and far view of the consolidated financial poston, consolidated financial performance and consolcated cash tows cf the Group Inetuding jointly contced entes In accordance wit the aocouring principles genaraly accoptes in Inia, incusing the Accourtng Standards speci under secton 123 ofthe Act. cea with Rule 7 of the Companies (Accounts) Rules, 20'4. The respective Board of Directors ofthe companies included in the Graup and of jinly controtea entities are rosponsbie for maintenance of adequate accountng records in accordance withthe provisions ofthe Act fr sefeqvarding the assets of tha Groun ang joint controled erties an for preventing an Getocting frauds and otner iraquarties, selecton and eppicaton of appropriate accounting policies, making juégments and estimetes that are reasonable and prucent; snd cesign, Implamentation and maintenance of adequate internal financial controls tnt were operating tfecively for ensuring the accurscy and completeness ofthe accountng records, relevant te the preparation and presentstan of tha consolidated financial starts that ge a rue {and fer vew and are fea ram material misstatement, whetner dus to fraud or eror, which have boon used forthe purpose of proparaion ofthe conaalatedfrancial statement by the Directors of he Holding Company, as aforesaid Aueitor’s Responsibility (Our responsibilty is to expcess an opinion on these consolidated inci statements based con ur auet Wile conducting the aud, we have taken into sccount tho provisions of the Act. the ‘counting and audting standards ard mates wich are required to be included inthe auc ‘report under tha provisions af the Act and he Rules made thereunder, fin = We arduous ecrortanon wth to Sanaa on Autre sou unt / jon 143110) of the Act Thoss Sandarss requve tht we comaly wih otha a eT “Telephone: +01 88 2248 1760) 2213 1898, Telefax +91 33 2082 4809 2010 S805 Evmall:infod/duttasarkarcom / dussc 2009@ rediiallcom ‘Webste: wn ctasariancom DUTTA 7A, Kison Sankar Roy Road SARKAR & COMPANY 2nd Floor CHARTERED ACCOUNTANTS Kolkata - 700 001, requrements and plan and perorm the aut to obisin reasonable assurance about whether the consolidates financial statements are fae tram material missiatoment [An audi Involves performing procedures to cbiain aust evidence about the amounts and ‘closures in the coneniate Financial etlemente, The procaduras aslacted depand an tha ‘auditors judgment including the aseassment of the Poke of materal misstatement of the Coneodated nancial statements, whether due to ffeud or error. In making thoso risk fassesements, the audior considers intern hance contol relevant to the Holding Company's preparation and fa presentation ofthe consaldatedfnancial statements that ive 9 uo and far view in order to design aust procedures that aro appropriate in the ‘roumstances. An suit algo includes evaluating the appropriateness of accountng policies {seo andthe reasonableness of te accounting estimates mae by the Hotkey Caray» Directors, 28 wall a8 evalusting the overall presentation of the consoldated farcial statements ‘We believe thatthe audit evidence obtained by us and the aut evidence obtained by the ‘other autor In terms of thee reports referred to in sub paragraph (a of the other Matiers paragraph below, is sufcient and appropriate to provi @ basis for aur aualt opinion an the Eoneeldated fmancial statements Basis for Qualified Opinion In respect of unaudited financial statement of Subsidary/Jointly Controlled Entities ie it not aut th finaneal statements of PT Balmer Lauria Indonesia (PTBLI) a jinty controled entiy ofthe witoly ome subsidiary Baimar Lanne (UK) Lid. forthe year ended 31" March, 2016 a8 prepared by the management cf PTBLI, whose financial statement reflec total assets of R201 64 lac as at 31% March 2076, tote revenue of 5721920 lac ‘and nat cash inflows amaunting to RS.73.16 fe for the year ended on thet date, 2s ‘considered in tha consclatad financial sistements. These financial statements are tnauded (refer Noe No. 23.7) and have been furishec to us by tha management and our ‘pinion on the eonsotdated nance! statements, in 20 far am i roiates Io the amounts and ‘dsclosures Included in respect of the sea ont controled entity (PTBL!), ang our repr in terms of sub-section (2) and (1) of Sacton 143 ofthe ct in 80 far a8 I alates tothe sald yoimly controles entity (PTALI, is based soley on such Unaudted franca statements. ‘Qualified Opinion in aut npinon and to the hast of aur nfarmaton and accorcing to the explanations given to Us, except for the effects of the mtr descrbed in the Basis for Qualified Opinion peragraph above, the sforesaid conealdated ‘nancial statements give the information ‘aquled by the Actin tha manner e0 required and give a tue and far view in conformity th the accaunting principles generally accepted nina 2248 1760/2215 1933, Telefax = +91 99 2080 4589 | 2210 S885 info duttasrkarcom ) dusae 2009@remal co ise = wwe cates com DUTTA, 7A, Kiton Sankar Roy Road SARKAR & COMPANY 2nd Floor (CHARTERED ACCOUNTANTS. Kolkata - 700 001 (a) inthe case ofthe Balance Sheet, ofthe consolidated state of fairs of the Group and _ninty conraed ents as at Maron 31, 208 (e) inthe case of Statement of Proft and Loss. ofthe Proft of the Group and jinty Controle entities for the year enced on hat dat: and {c) in the case of the Coan Few Statement, af the caeh Flows of the Group and jinty contoled entities for the year ended on that date Wie draw attention o the folowing mattars in the Notes to the consoldsted financial statements 9) One ofthe Join Venture Company Mis Transafe Services Limited where Company hols 50% stake, assumed lostes has exceeded is net worth by Rs 2872.73 lac ‘as on the Balance sheet date and Its application for revival under Sick Industial Companies (Special Provisions) Act 1885 made to SIFR (Case No. 292013) ss pending 2 stated in Note, No. 25:12 Those conditions indicate existence of Uncertainty that may cat significant dovt about Is ably 12 contue as going ‘concern. However, the fnancial statements ofthe Comany have beon prepared on Loan provided by Balmer Laurie & Co. Ltd. Holding Company, to Balmer Lawrie ~ \Van Leer Lis. 2 jointly controlled enty, of Rs. 1817.92 fac has been eliminated fom intra group vansactions and also the Tul provisions made for doubt advances by Balmer Lawrie & Co. Ld. in fs books in this respect and tis has alreacy besn adjusted with General Reserve in eal years a state in Note No. 23.18 In view ofthe above, te basis ot quaste pmo m respect of above by he auctor of Balmer Lave — Van Leer Lt. a jainty controled ety, nas not been considered Nota No.20.17:- Trade receivables, loans and advances and doposts of which Cconfimatons are not receives ftom the pariss aro subjoct to roconciation and ‘consequential aajustments on deteminaton receipt of such confirmation, ‘Our opinion snot medi in respect of above mates. Emphasis of Matters \We draw attention to the folowing Notes to the fhancial statements, which describe the Uncertainty related tothe outcome. Our opinion isnot qualified in respect cf his matter 2) Note No. 23.11" “A case ot msappropnation ot eash though wrong eqlusiments was noteed in one unt of the company curing the course of review of debtor inthe montn of January 208. The company. is presenty underakng a through reconclation ef the relevant outstancing, Based on preliminary vhouse enguly, an ‘amount of Re 3458 Lathe has now boon ented as defalcated and tho samme is provided for in the books. The case hae since been hended over to inesigatng ‘agency and necessary further legal acion wil bo taken theater, “elephone 1 33 2288 1760 2213 1598, aes E-mail: info@dutasartarcom / dusae 2009Greditimall co Website wirw-dutesaiarcort DUTTA, 7A, Kivon Sankar Roy Road SARKAR & COMPANY 2nd Floor (CHARTERED ACCOUNTANTS. Kolkata - 700 001 Other Matter \We did not aud the consoled financial statements of two (2) subsidlaries, and sb(6) Jsinty contalled entities, whose financial statements reflect total asset of Rs. 43507.15 lac ‘a at 31" Maren 2016 and total revenue of Rs, 51837. 18 lac and net cash inflows amounting to Rs 600 ie for the year ended an that date, a8 considored in the consolidated faancial statements, These financial statements have been audited by the other aucitors whose reports nave been fused to us by the management and our opinion on the consolidated financial siatemen, in 80 far as 1 relates to the amounts and disclosures included in respect of above subsidiaries and jonty controled enies, and our report in terms of sub- sections (3) and (11) of secton 143 af the Act, in so far as it reiates to the aforeseid subsicaries and iointy controled entities, i basod sololy onthe reports of other auditors, ‘Our opinion on the consolidated financial statements, end our report on Other Legal and Regulatory Requrements below, isnot modified in aspect ofthe above mattrs with respect to our reliance on the work done and the reports ofthe othor auditors an the francia statoments cate by the managemant Report en Other Lagal and Regulatory Requiramante 1 As requited by the Companies (Aust’s Repo) Order. 2018 (the order) issued by the Cantal Government in tarms of Section 143(17) of the Act, based on the commants in tha auctor’ reports ofthe Holding company ane jonty controls companies incorporated i ina, we give i the “Annexure A, @ ststoment on the matters specifed in paragraphs 3 and 4 of the order, tote extent apploabe 2, As required by section 143 (3) ofthe Act we repor to the extent apleable, that 18) We have sought and ebtained lhe information and explanations which tothe best ‘of our knonladge and belie! were necessary for the purpose of our audit of the aforesaid consoldaed frania statements, ) In cur opinion, proper books of account as requied by law rating to preparation of the aforesaid consolcste financial statements havo been Kept 0 far asf appears ‘fom aur examination cf hase backs and the reports ofthe other auctor, ©) The reports on the account ofthe jointly contolled ents audted under secton 1448) of the ect by other audiors have been submited to us and have been property deat with by usin preparing tha report 4) The Consolidated Ba'ance Sheet, te Consolidated Statement of Prof and Loss ‘andthe Consolidated Cash Flow Statement deat with by this report are in agreement Wit the eblavant books of account maintained for the purpose of preparation of the Wi \ consolidated fnancial statements @ "Telephone +91 88 2048 1760 2213 1835, Teleiax , 191 93 2080 8 Evmail: info@dutasartarcom / dusac 2009¢@reimall com Website: wri cttasariarcam 388s DUTTA, 7A, Kiron Sankar Roy Road SARKAR & COMPANY 2nd Floor CHARTERED ACCOUNTANTS Kolkata - 700 001 12) |p our opinion, the aforesaid consolidated financial statements comply wth the ‘Accounting Standards spectee undar Section 133 ofthe Act, ead with Ruse 7 ofthe Companies (Accounts) ues, 2014, 1) On the batie of the wien raprosantations recived fom the aractre of Holiing company 98 0n 318 March, 2016 taken on racers by the Board of Directors ofthe Holding company and the reports of tha statutory aucitors of is evbedary company ‘nd jolt controled companies incarporated in Inia, none ofthe directors of the Group companiae and jonty contoled companies incorporated in India éecuafiad as on Fist March, 2076 from being appoinied a8 @ director in terms of Section 164 (2) ofthe Ac. With respect tothe adequacy ofthe intemal fhenclal contals over financial reporting the Holding Company and jointy conalod entities incorporated in Inca, and the operating efectvensss of such contol, refer to our separate Report in “Annexure 8 hy With respectto the other matters to be included in the Auditor's Report in accordance wth Rue 11 ofthe Companies (AUcIt and Aucitors) Rules, 2014, in eur apnion and to te best of our information and according tothe explanations givn to us 1) The consolidated financial statements slsclose the impact of pending ligations on its consolidated fnarcial postion of the Group and Joity controled entites — Refer Note No23.4 (a) to (c) of the consolidated financial statements 5) The Group and jointy controled ents di not have any long-term corrects including derivative contracts for which there were any material foreseeable losses, 18) There ware no amounts which ware roquied to be transfered tothe Investor Ecuontion and Protectan Fun by the Holding company ana jointiy contol nities incorporated in India For DUTTA SARKAR & CO. ‘Chartrod Accountants He Cnlankedr’ (Weinak Chakrabarti Partner Membership No. - 099052 Frm Rogisation No.- S031 14E Deed: 26.05.2018 Place : Kolkata Telephone = +91 53 2248 1760 2213 1895, Telefax = +91 53 2260 4889) 221 Ennail: info@duttasarkarcom / dusac 2009@redifirallcom Website www duitasarkarcom DUTTA 7A, Kiron Sankar Roy Road SARKAR & COMPANY 2nd Floor Kolkata - 700 001 ANNEXURE "A! TO AUDITORS! REPORT 'AS REPORTED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE “Our reporting on the Order includes 5 (five) joint controled ents in india to which the (Orders applicable, wich has boon audited by other auctors and our repar in respect of ‘hese entities is based solely on auctors report t2 the extent consid 16 applicable for reporting under the orcer inthe case of conscidated fnancia statements" » a ®) a 0 ‘Telephone In respect of he xed assets of tho Holding Company and jointly controled entias Incorporated in inc: 12) The respective enties have generaly maintained proper records showing ful pariculars, including quantatva datas end situation ofthe fad assats (o)The respective entities have regular programmes of physical verification of ts fed assets by which plant and machinery ao varied avery year ang ater fed ‘assets are veriod in @ phased mannet over a period of trea years which, in our ‘pinion, s reasonabie having regard tote size of he respacve etles and nature of ts esses, As explained to us, in accordance with ts programme fed assets were varied during the yoar ard no material discrepancies were noticed on such verieston (c) According tothe Information and explanations given to us and on the basis of (ur examination of the records of the respective ene, thle coeds of Immovable Properties are held in the name ofthe respective enties except to the extant ofthe Properties and values spected In Noto Nez3.3(0 “The inventors of tho Haldng company and jointly conrad antes Incorported in Incia have been ghysialy verified during the year by the management of respective fenitias except goods in tanst. In cur esinin, having regars to the nature and locaton of inventory the frequency of verfeation ie reasonable and na materia dscrepancies were noticed on such vercation. “The Holding company and jointly controled enties incarparste In India, have not Granted any loans, secured or unsecured to comparias, fms or otver partes ‘covered inthe register marisined under section 789 ofthe Companies Act 2013. Accordingly clause 3a) i) ofthe Order are not apple “The Holding company and joint contoled ene incorporated in Inala, have rot ‘given any loans, guarantees, socurites ar made Investments which is requir to be ‘comple wih the prosisions of section 185 and 186 ofthe Companies Act. 2013. ‘The Holding compary and jinty controled entities incorporatad in Ina, have net accepted any deposts, according to the drectiveslesued by the Resenve Bank of +51 38 2248 1760 / 2213 1893, Telefax 791 30 2080 GOED E-mail» Info@ duttararkarcom dusee 2009@ redial Website: ura cutasarar com 2ai0 S885 DUTTA A, Kiron Sankar Roy Road SARKAR & COMPANY 2nd Floor CHARTERED ACCOUNTANTS Kolkata - 700 001 Inia and the provisions of actions 73 1978 or any ater relevent provisions of the CComnias Act ane the rules frames thereunder. V7) We have brosaly reviewed the cos! record maintained by the Holding eomaany anc Jpinty controled eniies Incorporated in Ind. pursuant to the Comeaniae (Cast records and Audit) Rules, 2074 read with companies (Cost records and) Audi) ‘Ameniimont Rul, 2074 proscribed by the Central Government under seaton 148 of the Companies Act, 2013 and are ofthe opinion that, prime fai, the prescribed cost records rave been maintained. We have, howsver, not made a detaied ‘examination ofthe cost record witha view to determine whether they are accurate oF complete. However, the above requirements ara not applicable in case of Balmer Lowe Hind Terminal Pt, Ld. and Transale Gervices Lid, jinty contoladeniten Wi) In respect of undisputed stattery dues of the Holding company and jointly controled enttes incorporated in inci: 18) The respectve enties have generally been regular in deposting undsputes statutory cues, including Provdent Fund, Employees’ State msurance. Income tax, Sales tax, Service tax, Duly of Customs, Duty of Exiee, Valve Added Tax, (Coss and other statutory dues applicable to the respective entities with appropiate authors. ') There wore no undisputed amounts payable by the respective entes in respect of Provident Fund, Employees’ State Insurance, Income tax, Sales tax Service tax, uy of Customs, Duty of Excise and Value Added Tax, Coss end other Satuory cues in arrears as at 31° Maron, 2076 fr @ period of move than sx ‘months from the data thay became payable. ‘The particulars of dues of Income Tax, Sales Tax, Service tax, Excise Duty, Value Added Tex and Cess as at 31% March, 2016 aggregating to Fs19821.8tlac which have not been deposited on szcount of depute, as mantonad in Note No. 24.4) to the Accounts showing the amounts involved ‘andthe Forum where dispute is pending, ii) One of the Joint Venture Company Mis Transafe Services Limited has defaulted in repayment of cues to certain Banks amounting to Rs, 2229.5 lac as atthe Balance ‘Sheet date as sisted in Nolo No. 23.13. The Holding company ane other jointly contraled entities Incorporated in Inga has not defaute in repayment of cues to sy faite! emlisions oF Sunk wy Ute Bance Shoot wate and tere fs Ne ebenture hole. 9) The Holding company and jt concoled ates incrporaiad In nda hav nt rises moray bys of ntl puble ofr e uth ube afer (nung deat "mor ra aes ey drut aa ou 8 Seams ( +91 39 2248 1760 / 2018 1989, Telefon ; 701 29 2282 4809) 2010 SOS Exmall info@dutasarlarcom dusae 200%@redifinail com Website: uniu dutaserkarcam Telephone DUTTA SARKAR & COMPANY A, Kiron Sankar Roy Road 2nd Floor |ED ACCOUNTANTS: Kolkata = 700 001 x) Attention is drawn to Note No. 23.11 where fraud has been detected onthe Holéing ‘Company during the year and according athe information and explanation given to sno rau by the Holsing company has basn noticed or reported during the year {Also in accordance with the information and explanation given tous, ne fraud on oF by the jointly controlled entities ncorpraiod in Indi, has been noticed oF reparied during he year. Xi) By vitue of Article 7A ofthe Arties of Association of the Holding company. the President of India is ene to determine tems and condtons of appointment ofthe Directors. This inter ali includes determination of remuneration payable to the Whole: Time Diastors, Hence th clause 's nat appizable tI loiing Company, By vinue of Section 197 read with schedule V, are applicable only ta Public CCompaniss. Hence, ths clause is rot applicable to Jointy controled entitos incorporated in nd xi) The Holding company and jointy controled ents incorporated in India is nat a [Nidhi Company. Hence this cause isnot applicable, 2) According tothe information and explanations provided to us andthe records of the Howling Comsary examined by us, the Holding Company has not been able to comply with te requrements of Section 177 in respect of comostion of Aut Commitee, since independent drectors on the board are yt to be appontes by the Governmant of ni, [According ta tha information and explanations provides to us, a jlnly contoled ently incorporated in Inia namely, Transafe Services Limited has not compleg with the requrements of section 177 as thera is no indapancant drector inthe Auct Commitee [According tothe Information ané exolanatans given to us by the management, af transactions of the Holding comoany and jointly eoavoled antes ineoroerated in Inia with related partes are in compliance with secton 188 of Companies Act, 2013 \where appizable. Disciosuros nave bean made in the nancial statement in Note No. 23.188 requied by the applicable accounting standard to the extent applicable for consolidated ‘nancial statements. 10) The Moldy Company and Jonty eonttoled ents incorporated in ila nas not made any preferential alltment or private placement of shares or fuly or party Ccomenible debentures during the year under review. Hence this clause is not applicable, (o elaphone +91 33 2048 1760 | 2018 1858, Telefax. +91 93 2080 4869) DEO GEES E-mail: info@dutasariar com / dusec 2008@redifmal com ste ura dttasara.com 7 DUTTA TA, Kiron Sankar Roy Road SARKAR & COMPANY 2nd Floor (CHARTERED ACCOUNTANTS Kolkata - 700 001 20) The Holding company and jointly cantaled entites Incorporated In India has not ‘emered into any non cash transactions with directors or persons connected wth fim. Hence tis elause isnot applicabi, si) The Holding company and jointly controle enes incorporated in India is net requved to be registarad under section 45 IA of the Reserve Bank of India Act, 1834, Hence this couse is not applicable For DUTTA SARKAR & CO. oes mane fe Chats Aegon ce oti ( coun He Chadrobonh, SZ (ik croton Se Partner Membership No. - 053052 Fm Registration No.- 2031145 jelephone : +91 58 2248 1760 2213 1393, Telefax 191 33 282 4889/2010 GB85 E-mail: info@dutssariaccom ) dusac 2009@redfimal com lebsie = wu dutasartar com DUTTA, 7A, Kiron Sankar Roy Road SARKAR & COMPANY 2nd Floor (CHARTERED ACCOUNTANTS Kolkata + 700 001 “Annexure B" tothe Auditors! Report Report on the Internal Financial Controls under Paragraph (I) of Sub -section 3 of ‘section 143 of the Companies Aet, 2013 ("the Act") ‘Our reporting includes 5 (fue) jointly controled entties In India to which the Act is applicable, which has been audted oy other auditors and out report in rospect of these lentes is based sally on other auditors’ repor, to the extent considered applicable for reporting under the Actin the case of consokdetedfinencia statements ‘We have audited the internal fnancial contro over frarcial reporting of BALMER LAWRIE 4.CO_LIMITED (the Holding Company’) as of 31" March 2078 in conjunction wih eur aut ofthe financial statomant of the Company fr the year ended on that date another auciors have audited the intemal financial conrale over financial reporing of Jointly Controle nites incorporated in India 2x of 31° Maren 2016 in conjunction vith their auc of the financial statement of the respectvajoity controled enties fer the year ended on that ast Management's Responsibility for Internal Financial Controls ‘The managemant a he Holding Compeny and jinty contvoled enttes incorporated in inca 's rasponsbi for establishing and maintaining internal farcial conto's based on the lntemal conte ever financial reporina crtera established oy the Helging Company and Jowty controled nities incorparated In India consaering the essential component of internal corto stated inthe Guidance Note on Aust of intemal Financial Controls over Financial Reporing isued by the Insite of Chartared Accountants of Indi (ICAI). These responsibitas include the design, implementation ané maintenance of adequate intemal Farcial contrals thet were operating efecwvely fr eneuring the orderly and ecient conduct ofits business, inclucing adherence tote coees of Holding Company and jintycontolad ‘onitae ncorporstd in India, the eafeguarding of thar assets, the prevention and dalaction| Of fraud and enor, tha accuracy and complatanaes of the accountng records, and the ‘imely preparation of reabie financial infermation, as requrec! under the Companies Act 2018. ‘Auditors’ Responsibility (Our responsiniy isto express an opinion on the Holang Companys ana jon contotes ‘rites internal fneneial contol over financial repering based on our aut. Wa conducted fur aust in accordance withthe Guidance Note on Audit of intemal Financial Contois over Fnancial Repoting (the "Guidance Nota’) and the Standards on Aung issued by ICA and ‘deemed to be prescribed under sacton 143(10) ofthe companies Act, 2013, tothe exeny applicable to an audit of intomal francal controls, bath appicable ta an sua of Internal Financial Contro's and, both sued bythe Insite of Chartered Accountants of india, Those Telephone : +91 33 2248 1760 / 2218 1589, Telefon: +01 39 2262 4689) D010 SOR Evmail: info@dutasarkarcom / dusee 2009@edifnal Website: unsurdutasarlancom DUTTA 7A, Kiron Sankar Roy Road SARKAR & COMPANY 2nd Floor (CHARTERED ACCOUNTANTS Kolkata - 700 001 ‘Standards andthe Guidence Nota requte that we comply wth ethical quirements and plan ‘and perform the aut to obtain reasonable assurance sbout whsthar adaquate‘nteral ‘inancal contols over fhancia reporing was established and maintained and whether such controls operated effectively ina material respects (Our aust involves performing rocadures ta obiain aut evidence abou the adequacy ofthe interal conrals system ove fnancia reporting 2nd ther operating ffectvaness. Our audit cf intoral financial contols over fnarcial reporting, assessing the risk whether material vwoakress exists, and testing and evaluating the design and operetng affecveress of intemal contro based on the assessed risk The procedure selected depends on the Auditor's judgement nduding the assessment of the risks cf matorial misstatement of the ‘onsoldatea Mandl! satemenss, whether ave wo aus oreo. "We betave that the audit evidence we have obtained i sulficlent and appropiate to provide 18 basis for our aut opinion on the Holding Company's and joint controled entties intemal financial contrls system over nancial reporting Meaning of internal Financial Controls over Financial Reporting ‘A Company's intemal nancial contol aver financial reporting 1s 9 process designed to provide reasonable assurance ragercing the relablily of Thanclel reporting anc the preparation af consolidated financial stataments for external purposes in accordance with ‘generaly accepted accounting principles, A Company's internal fnancal contol over financial reporting includes tose policies and procedures that (1) peta tothe maintenance fof encarta in magonahim dell aneurataly and ‘aly reflect the transaction and ispostion of the assels of the Company; (2) provide reasonstle assurance that transactions are recorded as necessary to permit preperation of financial statement in ‘ocordance wth generaly accepted “sccountng princples, and that recelpis and fexpendtures of the Company are being mada only in accordance with authorisation of ‘management and directors of the Company: and (3) provide reasonable assurance regarding prvanon ane or timely detection of unauthorised acquiston, use o” disposition Cf the Companys aasets thet could have mstera: efes on the coneoieted francia! Statements, Inherent Limitations of intemal Financial Controls over Financial Reporting Because of the inherent imitations of internal financial controls over fnancal reporting, Including the possbity of collision of improper management override of contol, material misstatements due to error freud may occur and not be detected. Also, projection of any valuation of intemal financial controls over franca reporing may become inadequate because of changes in condition, or that the degree of compliance with the polices or procedures may deteriorate, {Qualified Opinion ‘According tothe information and explanations glen to us and based en our aust he folowing material weakness have been dented as at Maren 31, 2016 Tin slephone +91 98 2288 1760/2010 1800, Telean 791 59 2082 GB59 2210 SHE E-mail: info@duttasarkarcom / dusee 2009@ rediffmall.

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