216 GOLD FLAKE CORPORATION LIMITED 1. Your Directors submit their Report for the financial year ended 31st March, 2016. 2. COMPANY PERFORMANCE Your Company earned total revenue of ` 341.73 lakhs during the year under review. In view of the uncertainty in the present business environment, the Company has not contracted any fresh business during the year and continues to explore growth opportunities. The temporary surplus funds of the Company, in the meantime, have been deployed in bank fixed deposits. The financial results of your Company, summarised, are as under: For the year ended For the year ended 31st March, 2016 31st March, 2015 (`) (`) a. Profit Before Tax 2,92,80,161 3,97,00,486 b. Less : Tax Expense 28,99,331 63,50,000 c. Profit After Tax 2,63,80,830 3,33,50,486 d. Add : Profit brought forward from previous years 3,51,16,229 17,45,39,833 e. Surplus available for Appropriation 6,14,97,059 20,78,90,319 f. Less: Interim Dividend paid (recommended as Final Dividend) – 14,39,85,465 g. Less: Income Tax on Interim Dividend – 2,87,88,625 h. Balance carried forward 6,14,97,059 3,51,16,229 3. DIRECTORS AND KEY MANAGERIAL PERSONNEL (a) Changes in Directors and Key Managerial Personnel during the year During the year, there was no change in the composition of the Board of Directors of your Company (‘the Board’). The Board, on the recommendation of the Nomination and Remuneration Committee, re-appointed Ms.Nidhi Bajaj as the Manager of the Company from 1st October, 2015, in terms of the provisions of Sections 196 and 203 of the Companies Act, 2013 (‘the Act’), subject to the approval of the Members of the Company. Appropriate resolution seeking your approval to Ms. Bajaj’s re-appointment as Manager is appearing in the Notice convening the ensuing Annual General Meeting (‘AGM’) of the Company. Ms. Bajaj is also the Company Secretary of the Company. (b) Retirement by rotation In accordance with the provisions of Section 152(6) of the Act, Mr. R. Tandon (DIN: 00042227), Director, will retire by rotation at the ensuing AGM of the Company and, being eligible, offers himself for re-election. Your Board has recommended his re-election. (c) Declaration of Independence by Independent Directors The Independent Directors of your Company have confirmed that they meet the criteria of Independence as prescribed under Section 149(6) of the Act read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. (d) Attributes, qualifications and appointment of Directors As reported last year, the attributes and qualifications of the Independent Directors as provided in Section 149(6) of the Act and Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 were adopted by the Nomination and Remuneration Committee. The said attributes and qualifications, as applicable, were also adopted in respect of the other Directors. The Directors of the Company, other than the Independent Directors, are executives of ITC Limited, the Holding Company, and fulfil the fit and proper criteria for appointment as Directors. Further, the Directors of the Company, other than the Independent Directors, are liable to retire by rotation and one-third of them retire every year and are eligible for re-election. (e) Remuneration Policy The Remuneration Policy of the Company for the Directors, Key Managerial Personnel and other employees, as approved by the Board, is enclosed as Annexure 1 to this Report. REPORT OF THE BOARD OF DIRECTORS FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2016 4. BOARD AND BOARD COMMITTEES The two Board Committees of the Company and their composition is as follows: Audit Committee Nomination and Remuneration Committee Mr. R. Tandon (Chairman) Mr. B. B. Chatterjee (Chairman) Mr. S. Banerjee Mr. S. Banerjee Ms. A. Guhamallick Ms. A. Guhamallick Mr. R. Tandon During the year ended 31st March, 2016, the following meetings of the Board and Board Committees were held: Board / Board Committee Number of meetings Date(s) of meeting(s) Board 4 29th April, 2015 25th August, 2015 14th December, 2015 8th March, 2016 Audit Committee 4 29th April, 2015 25th August, 2015 14th December, 2015 8th March, 2016 Nomination and Remuneration Committee 3 29th April, 2015 25th August, 2015 8th March, 2016 The attendance of Directors of the Company at the Board and Board Committee meetings held during the year is given below: Sl. No. Name of the Director Number of meetings attended Board Audit Committee Nomination and Remuneration Committee 1. Mr. R. Tandon 4 4 3 2. Mr. S. Banerjee 4 4 3 3. Mr. B. B. Chatterjee 4 N.A. 3 4. Mr. Saradindu Dutta 3 N.A. N.A. 5. Ms. A. Guhamallick 4 4 3 5. DIRECTORS’ RESPONSIBILITY STATEMENT As required under Section 134(5) of the Act, your Directors confirm having: i) followed in the preparation of the Annual Accounts, the applicable Accounting Standards with proper explanation relating to material departures, if any; ii) selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; iii) taken proper and sufficient care for the 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 fraud and other irregularities; iv) prepared the Annual Accounts on a going concern basis; and v) devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. 6. ASSOCIATE AND JOINT VENTURE The statement in Form No. AOC-1 containing the salient features of the financial statements of ATC Limited, associate company, and ITC Essentra Limited, joint venture company, is attached to the Financial Statements of the Company. The Company, being an intermediate wholly owned subsidiary, is not required to prepare Consolidated Financial Statements, and accordingly report on the performance and financial position of the Company’s associate and joint venture in terms of Rule 8 of the Companies (Accounts) Rules, 2014 is not required to be provided.
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216
gold flake corporation limited
1. Your Directors submit their Report for the financial year ended31stMarch,2016.
2. COMPANY PERFORMANCE
YourCompany earned total revenueof` 341.73 lakhsduring theyearunderreview.Inviewoftheuncertaintyinthepresentbusinessenvironment, theCompanyhasnot contracted any freshbusinessduringtheyearandcontinuestoexploregrowthopportunities.Thetemporary surplus funds of the Company, in themeantime, havebeendeployedinbankfixeddeposits.
The Board, on the recommendation of theNomination andRemunerationCommittee,re-appointedMs.NidhiBajajastheManageroftheCompanyfrom1stOctober,2015,intermsoftheprovisionsofSections196and203oftheCompaniesAct,2013 (‘theAct’), subject to the approvalof theMembersoftheCompany.AppropriateresolutionseekingyourapprovaltoMs.Bajaj’sre-appointmentasManagerisappearingintheNoticeconveningtheensuingAnnualGeneralMeeting(‘AGM’)oftheCompany.Ms.BajajisalsotheCompanySecretaryoftheCompany.
(b) Retirement by rotation
InaccordancewiththeprovisionsofSection152(6)oftheAct,Mr.R.Tandon(DIN:00042227),Director,willretirebyrotationattheensuingAGMoftheCompanyand,beingeligible,offershimself for re-election. Your Board has recommended hisre-election.
(c) Declaration of Independence by Independent Directors
(d) Attributes, qualifications and appointment of Directors
As reported last year, the attributes andqualificationsof theIndependentDirectorsasprovidedinSection149(6)oftheActandRule5oftheCompanies(AppointmentandQualificationof Directors) Rules, 2014 were adopted by the Nominationand Remuneration Committee. The said attributes andqualifications, as applicable,were also adopted in respect oftheotherDirectors.
TheDirectors of the Company, other than the IndependentDirectors,areexecutivesofITCLimited,theHoldingCompany,and fulfil the fit and proper criteria for appointment asDirectors. Further, theDirectorsof theCompany,other thanthe Independent Directors, are liable to retire by rotationand one-third of them retire every year and are eligible forre-election.
(e) Remuneration Policy
The Remuneration Policy of the Company for theDirectors,KeyManagerialPersonnelandotheremployees,asapprovedbytheBoard,isenclosedasAnnexure 1tothisReport.
REPORT OF THE bOARD OF DIRECTORS FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2016
iii) taken proper and sufficient care for the maintenance ofadequateaccountingrecordsinaccordancewiththeprovisionsoftheActforsafeguardingtheassetsoftheCompanyandforpreventinganddetectingfraudandotherirregularities;
The statement in Form No. AOC-1 containing the salient featuresof thefinancial statementsofATCLimited,associatecompany,andITC Essentra Limited, joint venture company, is attached to theFinancialStatementsoftheCompany.
The Company, being an intermediate wholly owned subsidiary, isnot required to prepare Consolidated Financial Statements, andaccordingly report on the performance and financial position oftheCompany’sassociateandjointventureintermsofRule8oftheCompanies(Accounts)Rules,2014isnotrequiredtobeprovided.
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gold flake corporation limited
7. PARTICULARS OF EMPLOYEES
None of the employees of the Company is drawing remunerationexceedingthatspecifiedinRule5(2)oftheCompanies(AppointmentandRemunerationofManagerialPersonnel)Rules,2014.
8. RISK MANAGEMENT
The Company’s risk management framework, designed to bringrobustness to the risk management processes in the Company,addresses risks intrinsic to operations, financials and compliancesarisingoutoftheoverallstrategyoftheCompany.
Managementofrisksvestswiththeexecutivemanagementwhichisresponsiblefortheday-to-dayconductoftheaffairsoftheCompany.TheInternalAuditDepartmentofITCLimitedperiodicallycarriesout,attherequestoftheCompany,riskfocusedauditswiththeobjectiveof identifying areas where risk management processes could bestrengthened. Annual update is provided to the Audit CommitteeontheeffectivenessoftheCompany’sriskmanagementsystemsandpolicies.
9. INTERNAL FINANCIAL CONTROLS
Your Company has in place adequate internal financial controlswith respect to the financial statements, commensurate with itssize and scale of operations. The Internal Audit Department ofITCLimitedperiodicallyevaluatestheadequacyandeffectivenessofsuchinternalfinancialcontrols.TheAuditCommitteewhichprovidesguidanceoninternalcontrols,alsoreviewsinternalauditfindingsandimplementationofinternalauditrecommendations,ifany.
Duringtheyear,theinternalfinancialcontrolsintheCompanywithrespect to the financial statements were tested and no materialweaknessinthedesignoroperationofsuchcontrolswasobserved.Nonetheless your Company recognises that any internal financialcontrol framework, no matter how well designed, has inherentlimitationsandaccordingly,regularauditandreviewprocessesensurethatsuchsystemsarereinforcedonanongoingbasis.
10. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Duringtheyearended31stMarch,2016,theCompanyhasneithergiven any loan or guarantee nor has made any investment underSection186oftheAct.
11. RELATED PARTY TRANSACTIONS
Duringtheyearended31stMarch,2016,theCompanyhasneitherentered into any contract or arrangement with its related partieswhichisnotatarm’slengthnorhastheCompanyenteredintoanymaterialcontractorarrangementwiththem,intermsofSection188oftheAct.
12. SIGNIFICANT AND MATERIAL ORDERS PASSED bY THE REGULATORS / COURTS / TRIbUNALS
Duringtheyearunderreview,nosignificantormaterialorderswerepassedby the Regulators /Courts / Tribunals impacting the goingconcernstatusoftheCompanyanditsfutureoperations.
13. EXTRACT OF ANNUAL RETURN
TheextractofAnnualReturn in theprescribedFormNo.MGT-9 isenclosedasAnnexure 2tothisReport.
14. AUDITORS
The Company’s Auditors, Messrs. L. B. Jha & Co., CharteredAccountants (‘LBJ’), were appointed with your approval at theEightiethAGMtoholdsuchofficetill theconclusionoftheEighty-FifthAGM.YourBoard,intermsofSection139oftheAct,hasrecommendedfortheratificationoftheMemberstheappointmentofLBJfromtheconclusionoftheensuingAGMtilltheconclusionoftheEighty-ThirdAGM.TheBoard,intermsofSection142oftheAct,hasalsorecommendedfortheapprovaloftheMemberstheremunerationofLBJforthefinancialyear2016-17.AppropriateresolutioninrespectoftheaboveisappearingintheNoticeconveningtheensuingAGMoftheCompany.
15. CONSERVATION OF ENERGY, TECHNOLOGY AbSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
allrelevantregulatoryrequirements.Remuneration of Key Managerial Personnel (KMP)1. RemunerationofKMPisdeterminedandrecommendedbytheNominationandRemunerationCommitteeandapprovedbytheBoard.Remuneration
oftheManagingDirector/WholetimeDirector/Managerisalsosubjecttotheapprovaloftheshareholders.2. Remunerationisreviewedandrevisedperiodically,whensucharevisioniswarrantedbythemarket.3. Apart fromfixedelementsof remuneration andbenefits, theKMPare also eligible forVariable Pay / PerformanceBonuswhich is linked to their
Policyofthatcompany.Remuneration of Independent Directors IndependentDirectorsareentitledtosittingfeesforattendingmeetingsoftheBoardandBoardCommittees,thequantumofwhichisdeterminedbytheBoardwithinthelimitsprescribedundertheCompaniesAct,2013andtheRulesthereunder.IndependentDirectorsarealsoentitledtoreimbursementofexpensesforattendingmeetingsoftheBoardandBoardCommitteesandGeneralMeetings.Remuneration of employees other than KMP1. RemunerationofemployeesotherthanKMPisapprovedbytheBoard.2. Remunerationisreviewedandrevisedperiodically,whensucharevisioniswarrantedbythemarket.Thequantumofrevisionislinkedtomarkettrends,
(iii) Change in Promoters’ Shareholding (please specify, if there is no change):
Sl. No.
Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of Shares % of total Shares of the Company
No. of Shares % of total Shares of the Company
Atthebeginningoftheyear
No change during the yearDate wise Increase / Decrease inPromotersShareholdingduringtheyear
Attheendoftheyear
(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):NOTAPPLICABLE
(v) Shareholding of Directors and Key Managerial Personnel:NoneoftheDirectorsandKeyManagerialPersonnelholdanyshareintheCompanyintheirindividualcapacity.
V. INDEbTEDNESS
Indebtedness of the Company including interest outstanding / accrued but not due for payment :NIL
SHAREHOLDING PATTERN (Equity Share Capital breakup as percentage of Total Equity) (Contd.)
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gold flake corporation limited
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director, Wholetime Directors and / or Manager: (Amountin`)
Note 1 : Ms. N. Bajaj was on the rolls of the Company till 30th September, 2015 and is on deputation from ITC Limited with effect from 1st October, 2015.
Note 2 : Ceiling as per Part II of Schedule V to the Companies Act, 2013 has been disclosed, considering that the profits of the Company for the financial year ended 31st March, 2016 are inadequate.
b. Remuneration to other Directors: (Amountin`)
Sl. No.
Name of the Directors Particulars of Remuneration Total AmountFeeforattendingBoardandBoard
Total Amount (b) = (b)(1) + (b)(2) 3,20,000Total Managerial Remuneration (A + b) 21,87,172OverallceilingaspertheCompaniesAct,2013 42,00,000perannum
(refer Note)
Note : Ceiling as per Part II of Schedule V to the Companies Act, 2013 has been disclosed, considering that the profits of the Company for the financial year ended 31st March, 2016 are inadequate.
C. Remuneration to Key Managerial Personnel other than MD / Manager / WTD: (Amountin`)
Sl. No.
Particulars of Remuneration V. Luharuka(Chief Financial
Note: Mr. V. Luharuka is on deputation from ITC Limited.
VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES against the Company, Directors and other Officers in Default under the Companies Act, 2013 : None
OnbehalfoftheBoard
R.TANDON Chairman
Dated:2ndMay,2016 SARADINDUDUTTA Director
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gold flake corporation limited
INDEPENDENT AUDITOR’S REPORT TO THE MEMbERS OF GOLD FLAKE CORPORATION LIMITED
Management’s Responsibility for the Financial Statements
2. TheCompany’sBoardofDirectorsisresponsibleforthemattersstatedinSection134(5)oftheCompaniesAct,2013(“theAct”)withrespecttothepreparationandpresentationofthesefinancialstatementsthatgiveatrueandfairviewofthefinancialposition,financialperformanceandcashflowsof theCompany inaccordancewith theaccountingprinciplesgenerallyaccepted in India, including the Accounting Standards specified underSection 133 of the Act, readwith Rule 7 of the Companies (Accounts)Rules, 2014. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act forsafeguardingtheassetsoftheCompanyandforpreventinganddetectingfrauds and other irregularities; selection and application of appropriateaccountingpolicies;makingjudgmentsandestimatesthatarereasonableandprudent;anddesign,implementationandmaintenanceofadequateinternalfinancialcontrols,thatwereoperatingeffectivelyforensuringtheaccuracy and completeness of the accounting records, relevant to thepreparationandpresentationofthefinancialstatementsthatgiveatrueand fair view and are free frommaterialmisstatement,whether due tofraudorerror.
Auditor’s Responsibility
3. Our responsibility is toexpressanopinionon thesefinancial statementsbasedonouraudit.
5. We conducted our audit in accordancewith the Standards onAuditingspecifiedunderSection143(10)oftheAct.ThoseStandardsrequirethatwecomplywithethicalrequirementsandplanandperformtheaudittoobtain reasonable assurance aboutwhether the financial statements arefreefrommaterialmisstatement.
6. An audit involves performing procedures to obtain audit evidenceabout the amounts and the disclosures in the financial statements. Theprocedures selected depend on the auditor’s judgment, including theassessmentoftherisksofmaterialmisstatementofthefinancialstatements,whetherduetofraudorerror.Inmakingthoseriskassessments,theauditorconsidersinternalfinancialcontrolrelevanttotheCompany’spreparationofthefinancialstatementsthatgiveatrueandfairviewinordertodesignaudit procedures that are appropriate in the circumstances. An auditalso includes evaluating the appropriateness of the accounting policiesused and the reasonableness of the accounting estimatesmade by theCompany’sDirectors,aswellasevaluatingtheoverallpresentationofthefinancialstatements.
7. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the financialstatements.
Opinion
8. Inouropinionandto thebestofour informationandaccording to theexplanations given to us, the aforesaid financial statements give theinformation required by the Act in themanner so required and give atrueandfairviewinconformitywiththeaccountingprinciplesgenerallyacceptedinIndia,ofthestateofaffairsoftheCompanyasat31stMarch,2016,itsprofitanditscashflowsfortheyearendedonthatdate.
Report on Other Legal and Regulatory Requirements
9. As required by the Companies (Auditor’s Report) Order, 2016 (“theOrder”)issuedbytheCentralGovernmentofIndiaintermsofsub–section(11)ofSection143oftheAct,wegiveinthe“Annexure-A”,astatementonthemattersspecifiedinparagraphs3and4oftheOrder,totheextentapplicable.
(d) in our opinion, the aforesaid financial statements comply with theAccounting Standards specified under Section 133 of theAct, readwithRule7oftheCompanies(Accounts)Rules,2014.
(f) with respect to the adequacyof the internal financial controls overfinancialreportingoftheCompanyandtheoperatingeffectivenessofsuchcontrols,werefertoourseparatereportin“Annexure-B”;and
(g) withrespecttotheothermatterstobeincludedintheAuditor’sReportin accordancewithRule11of theCompanies (Audit andAuditors)Rules,2014, inouropinionand to thebestofour informationandaccordingtotheexplanationsgiventous:
i. TheCompanydoesnothaveanypendinglitigationswhichwouldimpactitsfinancialpositions.
ii. The Company did not have any long-term contracts includingderivativecontractsforwhichtherewereanymaterialforeseeablelosses.
iii. TherewerenoamountswhichwererequiredtobetransferredtotheInvestorEducationandProtectionFundbytheCompany.
ANNEXURE-A : TO THE INDEPENDENT AUDITOR’S REPORT TO THE MEMbERS OF GOLD FLAKE CORPORATION LIMITED[Referredtoinparagraph9oftheIndependentAuditor’sReportofevendate]1. (a) TheCompanyismaintainingproperrecordsshowingfullparticulars
4. According to the information and explanations given to us and therecords of the Company examined by us, the Company has notmadeanyinvestment,advancedanyloan,givenanyguaranteeorprovidedanysecurities toothersduring theyear. Investmentsmadeby theCompanybeforetheActcameintooperation,however,aredisclosedinNote6oftheaccompanyingfinancialstatements.
5. The Company has not accepted any deposits within the meaning ofSections73to76oftheActandtheRulesframedthereunder.
6. TheCentralGovernmentofIndiahasnotprescribedmaintenanceofcostrecords under sub-section (1) of Section 148 of the Act for any of theproductsoftheCompany.
7. (a) According to the information and explanations given to us andthe records of the Company examined by us, in our opinion, theCompany is regular in depositing the undisputed statutory duesincluding provident fund, employees’ state insurance, income-tax,sales-tax,servicetax,dutyofcustoms,dutyofexcise,valueaddedtax,cessandanyotherstatutorydues,withtheappropriateauthorities.
(b) According to the informationandexplanationsgiven tousand therecordsoftheCompanyexaminedbyus,therearenoduesofincometaxorsalestaxorservicetaxordutyofcustomsordutyofexciseorvalueaddedtaxwhichhavenotbeendepositedonaccountofanydispute.
8. The Company has neither taken any loan from financial institutions orbanksorGovernmentnorissuedanydebentures.
10. During the course of our examination of the books and records of theCompany,carriedoutinaccordancewiththegenerallyacceptedauditingpracticesinIndia,andaccordingtotheinformationandexplanationsgivento us,wehaveneither come across any instanceof fraudonor by theCompany,noticedorreportedduringtheyear,norhavewebeeninformedofsuchcasebythemanagement.
12. The related statutes are not applicable as the company is not a NidhiCompany.
13. Accordingtotheinformationandexplanationsgiventousandtherecordsof theCompany examinedbyus, theCompanyhas compliedwith therequirements of Sections 177 and 188 of the Act with respect to itstransactionswiththerelatedparties.Pursuanttotherequirementof theapplicableAccountingStandard,detailsof the relatedparty transactionshavebeendisclosedinNote14(vi)ofthefinancialstatementsfortheyearunderaudit.
ANNEXURE-b TO THE INDEPENDENT AUDITOR’S REPORT TO THE MEMbERS OF GOLD FLAKE CORPORATION LIMITED[Referred to inparagraph10(f)of the IndependentAuditor’sReportof evendate]Report on the Internal Financial Control under Clause (i) of Sub-sections 3 of Section 143 of the Companies Act, 2013 (”the Act”)1. Wehaveauditedtheinternalfinancialcontrolsoverfinancialreportingof
GOLD FLAKE CORPORATION LIMITED (“the Company”) as of March31,2016inconjunctionwithourauditofthefinancialstatementsoftheCompanyfortheyearendedonthatdate.
Management’s Responsibility for Internal Financial Control2. The Company’s management is responsible for establishing and
maintaining internal financial controlbasedon the internal controloverfinancial reporting criteria established by the Company considering theessential components of internal control stated in the Guidance Noteon Audit of Internal Financial Controls over Financial Reporting (the“Guidance Note”) issued by the Institute of Chartered Accountants ofIndia. These responsibilities include the design, implementation andmaintenanceof adequate internal financial controls thatwereoperatingeffectively for ensuring theorderly andefficient conductof itsbusiness,includingadherencetocompany’spolicies,thesafeguardingofitsassets,the prevention and detection of frauds and errors, the accuracy andcompleteness of the accounting records, and the timely preparation ofreliablefinancialinformation,asrequiredundertheCompaniesAct,2013.
Auditor’s Responsibility3. Our responsibility is to express an opinion on the Company’s internal
financialcontrolsoverfinancialreportingbasedonouraudit.Weconductedouraudit inaccordancewiththe“GuidanceNote”andtheStandardonAuditing, issued by the Institute of Chartered Accountants of India anddeemed to be prescribed under Section 143(10) of theCompanies Act2013,totheextentapplicable.ThoseStandardsandtheGuidanceNoterequirethatwecomplywithethicalrequirementsandplanandperformtheaudittoobtainreasonableassuranceaboutwhetheradequateinternalfinancialcontrolsoverfinancialreportingwasestablishedandmaintainingandifsuchcontrolsoperatedeffectivelyinallmaterialrespects.
4. Ourauditinvolvesperformingprocedurestoobtainauditevidenceaboutthe adequacy of the internal financial controls system over financialreportingandtheiroperatingeffectiveness.Ourauditofinternalfinancialcontrolsoverfinancial reporting includesobtaininganunderstandingofinternal financial control over financial reporting, assessing the risk thata material weakness exists, and testing and evaluating the design andoperating effectiveness of internal controls based on the assessed risk.Theprocedureselecteddependsontheauditor’sjudgment,includingtheassessmentoftheriskofmaterialmisstatementofthefinancialstatement,whetherduetofraudorerror.
5. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on theCompany’sinternalfinancialcontrolssystemoverfinancialreporting.
Meaning of Internal Financial Control over Financial Reporting6. Acompany’sinternalfinancialcontroloverfinancialreportingisaprocess
designed to provide reasonable assurance regarding the reliability offinancialreportingandthepreparationoffinancialstatementforexternalpurposesinaccordancewithgenerallyacceptedaccountingprinciples.Acompany’sinternalfinancialcontroloverfinancialreportingincludesthosepoliciesandproceduresthat1) pertaintothemaintenanceoftherecordsthat,inreasonabledetail,
accurately and fairly reflect the transactions anddispositions of theassetsofthecompany;
2) provide reasonable assurance that the transactions are recorded asnecessarytopermitpreparationoffinancialstatementinaccordancewithgenerallyacceptedaccountingprinciples,andthatreceiptsandexpenditureofthecompanyarebeingmadeonlyinaccordancewithauthorizationofmanagementanddirectorsofcompany;and
3) providereasonableassuranceregardingpreventionortimelydetectionof unauthorized acquisition, use, or disposition of the company’sassetsthatcouldhaveamaterialeffectonthefinancialstatement.
Inherent Limitations of Internal Financial Control over Financial Reporting7. Because of inherent limitation of internal financial control over financial
reporting,includingthepossibilityofcollusionorimpropermanagementoverride of controls,materialmisstatements due to errors or fraudmayoccur and not be detected. Also, projections of any evaluations of theinternal financial control over financial reporting to future periods aresubjecttotheriskthattheinternalfinancialcontroloverfinancialreportingmay become inadequate because of changes in conditions, or that thedegreeofcompliancewiththepoliciesorproceduresmaydeteriorate.
Opinion8. In our opinion, the Company has, in all material respect, an adequate
internalfinancialcontrolssystemoverfinancialreportingandsuchinternalfinancialcontrolsoverfinancialreportingwereoperatingeffectivelyasatMarch 31, 2016, based on the internal control over financial reportingcriteriaestablishedbythecompanyconsidering,theessentialcomponentsof internal control stated in the Guidance Note on Audit of InternalFinancial Control Over Financial Reporting, issued by the Institute ofCharteredAccountantsofIndia.
For L.B.Jha&Co.Chartered Accountants
(FirmRegistrationnumber:301088E)KamalKumarBhanja
Kolkata Partner2ndMay,2016 (MembershipNo.14722)
bALANCE SHEET AS AT 31ST MARCH, 2016 As at Asat Note 31st March, 2016 31stMarch,2015 (`) (`)EQUITY AND LIAbILITIES Shareholders’ funds Sharecapital 1 15,99,83,850 15,99,83,850 Reservesandsurplus 2 7,02,23,282 23,02,07,132 4,38,42,452 20,38,26,302Non-current liabilities Long-termprovisions 3 – 1,68,027Current liabilities Othercurrentliabilities 4 36,575 60,090TOTAL 23,02,43,707 20,40,54,419
Taxexpense: Currenttax 13 28,99,331 63,50,000Profit for the year 2,63,80,830 3,33,50,486Earningspershare(FaceValue`10.00each) 14(i) ` 1.65 `2.08(BasicandDiluted)
Issued and Subscribed EquitySharesof`10.00each,fullypaid 1,59,98,385 15,99,83,850 1,59,98,385 15,99,83,850
A) Reconciliation of number of Equity Shares outstanding Atthebeginningandattheendoftheyear 1,59,98,385 15,99,83,850 1,59,98,385 15,99,83,850
B) Shareholders holding more than 5% of the Equity Shares in the Company As at As at Asat Asat 31st March, 2016 31st March, 2016 31stMarch,2015 31stMarch,2015 (No. of Shares) (%) (No.ofShares) (%) ITCLimited-HoldingCompany 1,59,98,385 100.00 1,59,98,385 100.00
C) Rights, preferences and restrictions attached to the Equity Shares TheEquitySharesoftheCompany,havingparvalueof`10.00pershare,rankpari passuinallrespectsincludingvotingrightsandentitlementtodividend.
As at Asat 31st March, 2016 31stMarch,2015 (`) (`)
As at Asat 31st March, 2016 31stMarch,2015 (`) (`)3. Long-term provisions Provision for employee benefits: Provisionforgratuity – 74,745 Provisionforcompensatedabsences – 93,282
TOTAL – 1,68,027
As at Asat 31st March, 2016 31stMarch,2015 (`) (`)4. Other current liabilities Other payables Statutoryliabilities – 4,500 Liabilitiesforexpenses 36,575 55,590
ii. Uncalled liability in respect of partly paid-up1,39,125 shares of ATC Limited@ ` 90.00pershare(includes` 60.00pershareaspremium)is`1,25,21,250(2015-` 1,25,21,250).
v. TherearenoMicro,SmallandMediumEnterprises,towhomtheCompanyowesdues,whichareoutstandingformorethan45daysduringtheyearandalsoasat31stMarch,2016.ThisinformationasrequiredtobedisclosedundertheMicro,SmallandMediumEnterprisesDevelopmentAct,2006hasbeendeterminedtothe
Percentage of ownership interests as at 31st March,
2016
Percentageofownershipinterestsasat31stMarch,
2015
ITCEssentraLimited India 50% 50% FinancialStatementsofITCEssentraLimitedaredrawnupforthefifteenmonthsendedasat31stMarch,2016.
TheCompany’s interests in this Joint Venture is reported asNon-Current Investment(Note 6) and stated at cost. However, the Company’s share of each of the assets,liabilities, income and expenses, etc. (each without elimination of the effect oftransactionsbetweentheCompanyandtheJointVenture)relatedtoitsinterestsintheJointVentureare:
viii. DefinedBenefitPlans/LongTermCompensatedAbsences-AsperActuarialValuationsason31stMarch,2016andrecognisedinthefinancialstatementsinrespectofEmployeeBenefitSchemes:
III. Net Asset/(Liability) recognised in balance Sheet
1.2.3.4.5.
PresentValueofDefinedBenefitObligationFairValueonPlanAssetsStatus[Surplus/(Deficit)]UnrecognizedPastServiceCost Net Asset / (Liability) recognised in balance Sheet
–––––
–––––
74,745–
(74,745)–
(74,745)
93,282–
(93,282)–
(93,282)
IV. Change in Defined Benefit Obligation (DBO)
1.2.3.4.5.6.7.8.9.10.
PresentValueofDBOatthebeginningoftheyearCurrentServiceCostInterestCostCurtailmentCost/(Credit)SettlementCost/(Credit)PlanAmendmentsPastServiceCostActuarial(Gains)/LossesBenefitsPaidPresent Value of DbO at the end of the year
ix. PreviousYear’sfigureshavebeenregrouped/re-classified,wherenecessarytocorrespondwiththecurrentyear’sclassification/disclosure.
15. Significant Accounting Policies Convention To prepare financial statements in accordance with applicable Accounting
StandardsinIndia.Asummaryofimportantaccountingpoliciesissetoutbelow.The financial statements have also been prepared in accordance with relevantpresentationalrequirementsoftheCompaniesAct,2013.
basis of Accounting Topreparefinancialstatementsinaccordancewiththehistoricalcostconvention. Allassetsand liabilitieshavebeenclassifiedascurrentornon-currentasper the
SARADINDUDUTTA Director R.TANDON ChairmanKolkata,2ndMay,2016 V.LUHARUKA Chief Financial Officer N.BAJAJ Manager & Company Secretary
Form AOC-1[Pursuant to first proviso to sub-section(3) of Section 129 read with Rule 5 of Companies (Accounts) Rules, 2014]
Statement containing salient features of the financial statement of subsidiaries/associate companies/joint venturesPart “A”: Subsidiaries
NotApplicablePart “b”: Associates and Joint Ventures
Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures
Name of Associates/Joint Ventures ITC Essentra Limited ATC Limited1. Latest audited balance Sheet Date 31-Mar-2016 31-Mar-20162. Shares of Associate/Joint Ventures held by the company on the year end
3. Description of how there is significant influence JointVenture Associate4. Reason why the associate/joint venture is not consolidated NotApplicable* NotApplicable*5. Net worth attributable to Shareholding as per latest audited balance Sheet (`) 41,63,88,442 6,45,65,0456. Profit/ Loss for the year (`) 15,35,27,836 95,99,379