Accel Transrnatic Limited
L Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of Accel TransmaticLimitedfthe Company") which comprise the Balance Sheet as at March 312016 theStatement of Profit and Loss and the Cash Flow Statement for the year then ended and asummary of significant accounting policies and other explanatory information.
2. Management's Responsibility for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Aet2Q13 ('the Act") with respect to the preparation andpresentation of these standalone financial statements that give a true and fair view ofthe financial position financial performance and cash flows of the Company in accordancewith the accounting principles generally accepted in India including the AccountingStandards specified under Section 133 of the Act read with Rule 7 of theCompanies(Accounts) Kules2014.This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theAssets of the company and for preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies; making judgments andestimates that are reasonable and prudent; and design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring [lieaccuracy and completeness of the accounting records relevant to the preparation andpresentation of the financial statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.
3 Auditor's Responsibility
Our responsibility is to express an opinion on these standalone financial statementsbased on our audit.
We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act ami die Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing specified underSection f 43(10) of the Act Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor'sjudgment including the assessment of the risks of material misstatement of the financialstatements w'hether due to fraud or error In making those risk assessments the auditorconsiders internal financial control relevant to the Company's preparation of thefinancial Statements that give a true and fair view in order to design audit proceduresthat are appropriate in the fircumstances. An audit also includes evaluating theappropriateness of accounting policies used and the reasonableness of the accountingestimates made by management as well as evaluating the Overall presentsturn of thefinancial Statements.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the standalone financial statements.
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by the Actin the manner so required and give a true and fair view in conformity with the accountingprinciple? generally accepted in India of the state of affairs of the Company as at March312016 its loss and its cash flows for the year ended on that date.
5. Emphasis of Matter
(i) We draw attention to Note Nb.9J As stated therein the management expects the valuein use based on estimated future cash flows for the Intellectual Property' rightsamounting to Es. 41214327/- carried in the books as Intangible Asset to be not less thanits carrying amount . Hence no adjustment for impairment is made in the boohs of account.The pattern/quantum of the cash flows would however depend upon crystallization ofenquiries received by the Cumpany.
(iijAlso as stated in Note Hnil the Company has suffered cash loss from itsoperations during the year. The Net Worth of the Company has been fully eroded as at theBalance Sheet date. The Current Liabilities as at the year end exceeds the Current Assetsby tis.7919122/- This read with the matters slated in para (i) above raises seriousdoubt about the ability pf the Company to contin lie as a going concern.
(iit) Attention is invited to Note No.239. As staled Unrein the proposal of tnergerof the holding Company with the Company wc.f. April 2014(Appointed Date) is pendingbefore the Slock Exchange and hence no adjustments have been made in the Accuunfa towardsthe some.
Our opinion is not modified in respect of the above matters.
6. Report on Other Legal & Regulatory Requirements
(i) As required by tlte Companies (Auditor's Report) Order 2016 (''the Order")issued by the Central Government of India Ln terms of sub-section (II) of section 143 ofthe Act we give in the AiUWxure A a Statement on the mailers specified in paragraphs 3and 4 of the Order fio the extant applicable.
(ti)As required by section 143(3) of the Act. we report that:
a. We have sought and obtained ali the information and explanations which to the bestof our knowledge and belief were necessary for the purpose of our audit;
b In our opinion proper books of account as required by law have beer kept by theCompany so far as it appears from our examination of those books;
c. The Balance Sheet Statement of Profit and Loss and Cash Flow Statement dealt withby tliis report are in agreement with the books of account
d. In our opinion aforesaid standalone financial statements comply with the AccountingStandards specified under Section 133 of Act read with Rule ? of theCoiripanies(Accounte)Rules2Cll4 .
e. On the basis of written representations received from the directors as on March312JU16 taken on record by the Board of Directors none of the directors is disqualifiedas on March 312016 from being a ppoinied as a director in terms of Section 164 (2) ofthe Act
f. With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexore B".
g. With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of tht1 Companies (Audit and Auditors} Rules 1014 inour opinion and to the best of our information and according to the explanations given tous;
The Company has disclosed the impact of pending litigations on its financial positionin its financial statements-Refer Not-023-6 to the standalone financial statements;
(ii) The Company did not have any long-term contracts including derivative contractsfor which there were any material foreseeable losses; and
(iii) There arc no amounts required to be transferred to the Investor Education andProtection Fund by the Company.
| ||For Varma & Varma |
| ||Chartered Aoeokotajifci |
| ||Prasanna Varma |
|Place: Chennai ||Partner |
|Date: 14 07-2)016 ||M No: 25S54 |
ANNEXURE 'A' REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING REPORT ON "OTHER LEGALAND RECULATORY REQUIREMENTS" OF OUR INDEPENDENT AUDIT REPORT OF EVEN DATE ON THESTANDALONE FINANCIAL STATEMENTS OF ACCEL TRANSM ATIC LIMITED FOR THE YEAR ENDED 31.03.2016
a) The company is maintaining proper records showing lull particulars includingquantitative details and situation of fixed assets
b) As explained to us the fixed assets have been physically verified by the managementat reasonable Intervals and that no material discrepancies have been noticed on suchverification.
c) According to the information and explanations given to us and based the examinationof the records of the company and also having regard to the confirmation received frombanks in respect of title deeds deposited with them wherever applicable we report dialthe title deeds of immovable properties ate lield in the name of the company
2. The Company does not carry any Inventory as at the year end and hence the questionof physical verification of inventory does not arise.
3. The Company has not granted any loans secured or unsecured to companies firms orother parties covered in the register maintained under section 189 of the Companies Act2013 Accordingly the reporting requirements under of the order are not applicable and notcommented upon.
4. According to the information and explanations given to us ami the records of thecompany examined by us the company lias not made any investments granted any loans orgiven any security for which the provisions of section 185 and 186 of the Act areapplicable.
5. The company has not accepted any deposits from the public during the year and hencethe directive issued by the Reserve Bank of India and the provisions of Section 73 to 76or any other relevant provisions of the Act and the Rules framed there under are notapplicable
6. To the best of our knowledge and according to the information and explanations givento us the Central Government has not prescribed maintenance of cost records u/s 148(1) ofthe Act in respect of the company's services.
a) According to the information and explanations given to us there are delays indepositing undisputed statutory' dues including Provident Fund Employee's StateInsurance Service tax and Income Tax 5ales fax Service Tax Duty of Customs Duty ofexcise. Value Added Tax Cess and other statutory' dues as applicable hr die company withthe appropriate authorities. According to the information and explanations given to usthere are no undisputed amounts payable in respect of Income Tax Wealth tax. Sales tax.Customs duty'. Excise duty Cess and other statutory dues which were outstanding as at theyear end for a period of more than six months from tire date they became payable exceptIncome Tax (Tax deducted at source) of Ks1320145
b) According to tlte information and explanations given to us and the verification ofthe records of the Company examined by us the particulars of dues of income tax salestax service tax duty of customs duty of excise and value added tax that have not beendeposited on account of any dispute as at 31" March 2016 is as underr:
|Nature erf tbe dues ||Amount ||Period to which the amount relates ||Forum where dispute Is pending |
|Income Tax ||Rs.l 3611559 ||AV 2005-09 to AY 2000-11 ||Income Tax Appellate Tribunal Kochi |
|Rs. 16000 ||2010-11 ||Honorable I ligh Court Of Kerala |
|Service Tax ||Rs-1568088 ||2005- 2007 ||CESTAT Bangalore |
6. In our opinion and according to the information and explanations given to us and therecords of the Company examined by us the Company has not defaulted in repayment of duesto tin? banks .The Company has neither taken any loans or borrowings from any financialinstitution or government nor has issued any debentures.
9 According to tire information and explanations given to us and based on the recordsof the Company examined by us no monies were raised by way of initial public offer orfurther public offer (including debt instruments) or by way of term loans during the yearand hence relative reporting requirementsundei clause 3(ix) of the Order are not commentedupon.
10 During the course of our examination of the books and records of the companycarried out in accordance with generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyinstances of material fraud by the company or on the company by its officers or employeesnoticed or reported during the year nor have been informed of any such case by themanagement.
11 According to the information and explanations given to us and the records of theCompany examined by us no managerial remuneration has been paid or provided in the booksand hence relative reporting requirement is not commented upon.
12 The company is not a Nidhi Company. Accordingly the reporting requirements underclause (xii) of paragraph 3 of the Order are not applicable.
13 According to the information and explanations given to us and the records of theCompany examined by us all transactions with the related parties are in compliance withsections 177 and 185 of the Act where applicable and the details have been disclosed inNote 23.3 & 23.4 to the standalone financial statements as required by tbe applicableaccounting standard.
14 According bo the information and explanation* given to us and the records of theCompany examined by us the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the year underreview
15. The company has not entered into miry uOit-cash lraJisactio]is with directors orpersons connected with the directors. Accordingly the reporting requirement under clause(xv) of paragraph 3 of the Order is not applicable.
16. According to the informa don and explanations given to OS and the records of theCompany examined by us the company is not required to be registered under flection 45-1Aof the Reserve Bank of India Act 1934- Accordingly the reporting requirement under clause(xvi) of paragraph 3 of the Order is not applicable.
| ||For Varma frVarnna |
| ||Chartered Accountants |
| ||JO (FKN:0^ |
| || |
| ||Pfasanna VarniJ |
|Place: Chennai ||Partner |
|Date: 14.07.201t ||M No; 25(154 |
ANNEXURE B REFERRED TO IN PARAGRAPH 2(f) UNDER THE HEADING "REPORT ON OTHER LEGALAND REGULATORY REQUIREMENTS" OF OUR INDEPENDENT AUDIT REPORT OF EVEN DATE ON THESTANDALONE FINANCIAL STATEMENTS OF ACCEL TRANSMAT1C LIMITED FOR THE YEAR ENDED 315TMARCH 201 f>
Report or the Internal Financial Controls under Clause (i) of Subjection 3 of Section143 of the Companies Act 2013 ("the Act")
We have audited the internal financial controls over financial reporting of AccelTrainer a tic Limited ("the Company") as of March 31 2016 in conjunction withour audit of the standalone financial statements of the Company for the year ended on thatdate.
Management's Responsibility for Internal Financial Controls
The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls Over Financial Reportingissued by the Institute of Chartered Accountants of India. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Companies Act 2013
Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto bo prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and lire Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects
Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness
Our audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controb over financial reporting assessing the riskthat a material weakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The procedures selecteddepend on the auditor's judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles A company's infernal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary' to permit preparation of financial statements inaccordance with generally accepter! accounting principles a nd that receipts andexpenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financialreporting including the possibility of coEusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detectedAlso projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.
In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2016 based on theinternal control over financial reporting criteria established by the Company consideringtire essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India
| ||For Varma & Vafina |
| ||Chartered Accountants |
| ||FRN.JJJSS2W |
|Place: Chennai ||Partner |
|Date : 14072016 ||M-No.025834 |