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127

Annexure A

to Independent Auditors’ Report

Referred to in paragraph 9(f) of the Independent Auditors’ Report

of even date to the Members of Atul Ltd on the Consolidated

Financial Statements for the year ended March 31, 2016.

Report on the Internal Financial Controls under Clause (i) of

Sub-section 3 of Section 143 of the Act

1. In conjunction with our audit of the Consolidated Financial

Statements of the Company as of and for the year ended

March31, 2016, we have audited the Internal Financial Controls

over financial reporting of Atul Ltd (hereinafter referred to

as the ‘Holding Company’) and its subsidiary companies, its

associate companies and jointly controlled entity, which are

companies incorporated in India, as of that date.

Management’s Responsibility for Internal Financial Controls

2. The respective Board of Directors of the Holding Company,

its subsidiary companies, its associate companies and jointly

controlled entity, which are companies incorporated in India,

are responsible for establishing and maintaining Internal

Financial Controls based on internal control over financial

reporting criteria established by the Company considering

the essential components of internal control stated in the

Guidance Note on Audit of Internal Financial Controls Over

Financial Reporting issued by the Institute of Chartered

Accountants of India (ICAI). These responsibilities include

the design, implementation and maintenance of adequate

Internal Financial Controls that were operating effectively for

ensuring the orderly and efficient conduct of its business,

including adherence to the respective policies of the Company,

the safeguarding of its assets, the prevention and detection

of frauds and errors, the accuracy and completeness of the

accounting records, and the timely preparation of reliable

financial information, as required under the Act.

Auditor’s Responsibility

3. Our responsibility is to express an opinion on the Internal

Financial Controls of the Company over financial reporting

based on our audit. We conducted our audit in accordance

with the Guidance Note on Audit of Internal Financial Controls

Over Financial Reporting (the ‘Guidance Note’) issued by the

ICAI and the Standards on Auditing deemed to be prescribed

under Section 143(10) of the Companies Act, 2013, to the

extent applicable to an audit of Internal Financial Controls,

both applicable to an audit of Internal Financial Controls and

both issued by the ICAI. These Standards and the Guidance

Note require that we comply with ethical requirements and

plan and perform the audit to obtain reasonable assurance

about whether adequate Internal Financial Controls over

financial reporting was established and maintained and if

such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit

evidence about the adequacy of the Internal Financial

Controls system over financial reporting and their operating

effectiveness. Our audit of Internal Financial Controls over

financial reporting included obtaining an understanding of

Internal Financial Controls over financial reporting, assessing

the risk that a material weakness exists, and testing and

evaluating the design and operating effectiveness of

internal control based on the assessed risk. The procedures

selected depend on the Auditor’s judgement, including

the assessment of the risks of material misstatement of the

Financial Statements, whether due to fraud or error.

5. We believe that the audit evidence we have obtained and

the audit evidence obtained by the other Auditors in terms

of their reports referred to in the Other Matters paragraph

below, is sufficient and appropriate to provide a basis for our

audit opinion on the Internal Financial Controls system over

financial reporting of the Company.

Meaning of Internal Financial Controls Over Financial Reporting

6. The Internal Financial Control over financial reporting of

the Company is a process designed to provide reasonable

assurance regarding the reliability of financial reporting and

the preparation of Financial Statements for external purposes

in accordance with Generally Accepted Accounting Principles.

The Internal Financial Control over financial reporting of the

Company includes those policies and procedures that (1)

pertain to the maintenance of records that, in reasonable

detail, accurately and fairly reflect the transactions and

dispositions of the assets of the Company; (2) provide

reasonable assurance that transactions are recorded as

necessary to permit preparation of Financial Statements in

accordance with Generally Accepted Accounting Principles,

and that receipts and expenditures of the Company are

being made only in accordance with authorisations of the

Management and the Directors of the Company; and (3)

provide reasonable assurance regarding prevention or timely

detection of unauthorised acquisition, use, or disposition of

the assets of the Company that may have a material effect

on the Financial Statements.

Inherent Limitations of Internal Financial Controls Over

Financial Reporting

7. Because of the inherent limitations of Internal Financial

Controls over financial reporting, including the possibility

of collusion or improper override of controls by the

Management, material misstatements due to error or fraud

may occur and not be detected. Also, projections of any

evaluation of the Internal Financial Controls over financial

reporting to future periods are subject to the risk that the

Internal Financial Control over financial reporting may

become inadequate because of changes in conditions, or

that the degree of compliance with the policies or procedures

may deteriorate.

Opinion

8. In our opinion, the Holding Company, its subsidiary

companies, its associate companies and jointly controlled

entity, which are companies incorporated in India, have, in

all material respects, an adequate Internal Financial Controls

system over financial reporting and such Internal Financial

Controls over financial reporting were operating effectively

as at March 31, 2016, based on the Internal Financial Control

over financial reporting criteria established by the Company

considering the essential components of internal control

stated in the Guidance Note on Audit of Internal Financial

Controls over financial reporting issued by the Institute of

Chartered Accountants of India.

Other Matters

9. Our aforesaid reports under Section 143(3)(i) of the Act on

the adequacy and operating effectiveness of the Internal

Financial Controls over financial reporting insofar as it relates

to 8 subsidiary companies, 14 associate companies and 1

jointly controlled entity, which are companies incorporated in

India, is based on the corresponding reports of the Auditors

of such companies incorporated in India. Our opinion is not

qualified in respect of this matter.

For Dalal & Shah Chartered Accountants LLP

Firm Registration Number: 102020W | W-100040

S Venkatesh

Mumbai

Partner

April 29, 2016

Membership Number: 037942