Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of
EMAMI LIMITED (the Company), which comprise the Balance Sheet as at
31st March, 2015, the Statement of Profit and Loss, the Cash Flow
Statement for the year then ended, and a summary of the significant
accounting policies and other explanatory information.
Management''s Responsibility for the Standalone Financial Statements
The Company''s Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 (the Act) with respect
to the preparation and presentation of these standalone financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the accounting principles generally accepted in India, including the
Accounting Standards specified under Section 133 of the Act, read with
Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility
also includes maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of the
Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
Our responsibility is to express an opinion on these standalone
financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be included in
the audit report under the provisions of the Act and the Rules made
We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor''s judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the Company''s preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal
financial controls system over financial reporting and the operating
effectiveness of such controls. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company''s Directors, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the standalone
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid standalone financial statements
give the information required by the Act in the manner so required and
give a true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as
at 31st March, 2015, and its profit and its cash flows for the year
ended on that date.
Report on Other Legal and Regulatory Requirements
I. As required by the Companies (Auditor''s Report) Order, 2015 (the
Order) issued by the Central Government of India in terms of
sub-section (11) of section 143 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 3 and 4 of the Order
to the extent applicable.
II. As required by Section 143 (3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the
purposes of our audit.
(b) In our opinion, proper books of account as required by law have
been kept by the Company so far as it appears from our examination of
(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account.
(d) In our opinion, the aforesaid standalone financial statements
comply with the Accounting Standards specified under Section 133 of the
Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
(e) On the basis of the written representations received from the
Directors as on 31st March, 2015 taken on record by the Board of
Directors, none of the Directors is disqualified as on 31st March,
2015 from being appointed as a director in terms of Section 164 (2)
of the Act.
(f) With respect to the other matters to be included in the Auditor''s
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its
financial position in its financial statements - Refer Note. 2.30 &
2.33 to the financial statements;
ii. The Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable
iii. There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
ANNEXURE TO THE AUDITORS'' REPORT
The Annexure referred to in our Independent Auditor''s Report to the
members of Emami Limited (the Company) on the standalone financial
statements for the year ended on 31st March 2015. We report that:
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
(b) The Company has a regular programme of physical verification of its
fixed assets by which fixed assets are verified in a phased manner over
a period of three years. In accordance with this programme, certain
fixed assets were verified during the year and no material
discrepancies were noticed on such verification. In our opinion, this
periodicity of physical verification is reasonable having regard to the
size of the Company and the nature of its assets.
(ii) (a) The inventories have been physically verified during the year
by the management. In our opinion, the frequency of verification is
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the Company and nature of its business.
(c) In our opinion and according to the information and explanations
given to us, the Company has maintained proper records of its inventory
and no material discrepancies were noticed on physical verification.
(iii) The Company has not granted any loans, secured or unsecured to
companies, firms or other parties covered in the register maintained
under section 189 of the Companies Act, 2013 (''the Act''). Accordingly,
paragraph 3(iii)(a) and 3(iii)(b) of the Order is not applicable to the
Company in respect of repayment of the principal amount.
(iv) In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and the nature of its business, for the
purchase of inventory and fixed assets and for the sale of goods and
services. During the course of our audit, we have not observed any
major weakness or continuing failure to correct any major weakness in
the internal control system of the company in respect of these areas.
(v) The Company has not accepted any deposits from the public.
(vi) We have broadly reviewed the books of account maintained by the
Company pursuant to the rules prescribed by the Central Government for
maintenance of cost records under section 148 (1) of the Act, and are
of the opinion that prima facie the prescribed accounts and records
have been made and maintained.
(vii) According to the information and explanations given to us in
respect of statutory and other dues:-
(a) The Company has been regular in depositing undisputed statutory
dues, including Provident Fund, Employees State Insurance, Income Tax,
Service Tax, Sales Tax, Value Added Tax, Wealth Tax, duty of Custom ,
duty of Excise , Cess and other statutory dues with the appropriate
authorities during the year. According to the information and
explanations given to us, no undisputed amounts payable in respect of
the aforesaid dues were outstanding as at 31st March, 2015 for a period
of more than six months from the date of becoming payable.
(b) According to the information and explanations given to us, there
are no material dues of income tax, wealth tax, duty of customs and
cess which have not been deposited with the appropriate authorities on
account of any dispute. However, according to information and
explanations given to us, the following dues of sales tax, service tax,
entry tax and value added tax have not been deposited by the Company on
account of disputes:
Name of the Nature of Amount under
Statute Dues dispute not
(Rs. in Lacs)
Central Sales Tax Sales Tax 17.11
Act and Local
Sales Tax Act 239.32
The Central Excise Duty 129.5
Excise Act, 1934
Entry Tax Act, Entry Tax 123.9
Name of the Financial year to which Forum where the
Statute the amount relates dispute is pending
Central Sales Tax 1996-97 to 00-01, DC & JC
Act and Local 2013-14
Sales Tax Act 2003-04 to 12-13 AC(A),DC(A),JC(A) &
1990-91, 2000-01 to Tribunal/Board of
2005-06, 2012-13 Revenue
1999-2000, 2004-05 to High Court
1989-90, 1993-94 to Supreme Court
The Central 2008-09 to 2009-10 CESTAT
1934 1993-94 to 95-96, Commissioner/
2002-04, 2005 Assist/Joint
Entry Tax Act, 2007-08 to 2013-14 Commercial Tax
2001-02 Board of Revenue
(c ) The amount required to be transferred to investor education and
protection fund in accordance with the relevant provisions of the
Companies Act, 1956 (1 of 1956) and rules made thereunder has been
transferred to such fund within time.
(viii) The Company does not have accumulated losses as at the end of
the year and the Company has not incurred cash losses during the
current year and in the immediately preceding financial year.
(ix) In our opinion and according to information and explanations given
by the management, we are of the opinion that the Company has not
defaulted in the repayment of dues to financial institution and banks.
(x) In our opinion and according to the information and the
explanations given to us, the Company has given guarantees for loans
taken by subsidiaries from banks. Total value of outstanding guarantee
amounts to Rs.5,892 lacs.
(xi) To the best of our knowledge and belief and according to the
information and explanations given to us, term loans availed by the
Company were applied by the Company for the purposes for which the
loans were obtained.
(xii) To the best of our knowledge and belief and according to the
information and explanations given to us, no fraud on or by the Company
was noticed or reported during the year.
For, S. K. AGRAWAL & CO.
Firms Registration No- 306033E
S. K. AGRAWAL
Membership No: 9067
Dated:13th May, 2015