To the Members of Acrow India Limited
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of Acrow IndiaLimited ("the Company") which comprise the Balance Sheet as at 31st March2017 the Statement of Profit and Loss the Cash Flow Statement for the year then endedand a summary of the significant accounting policies and other explanatory information.
Management's Responsibility for the Financial Statements
The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese standalone financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standardsspecified under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014. This responsibility also includes maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.
Our responsibility is to express an opinion on these financial statements based on ouraudit. 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 and the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing specified underSection 143(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 andthe disclosures in the financial statements. The procedures selected depend on theauditor's judgement including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers 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 circumstances. An audit also includes evaluating theappropriateness of the accounting policies used and the reasonableness of the accountingestimates made by the Company's Directors as well as evaluating the overall presentationof the financial 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 except for the effects of the matter described in the Basis for QualifiedOpinion paragraph the aforesaid standalone financial statements give the informationrequired by the Act in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India of the state of affairs of theCompany as at 31st March 2017 and its loss and its cash flows for the yearended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub- section (11) of section 143 ofthe Act we give in the Annexure 1 a statement on the matters specified in paragraphs 3and 4 of the Order.
2. 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 bestof 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 theCompany so far as it appears from our examination of those books.
c. The Balance Sheet the Statement of Profit and Loss and the Cash Flow Statementdealt with by this Report are in agreement with the books of account.
d. In our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014.
e. On the basis of the written representations received from the directors as on 31stMarch 2017 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2017 from being appointed as a director in terms of Section164 (2) of the 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 the "Annexure 2" and
g. With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand 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 financialposition in its financial statements Refer Note no.28 to the financial statements;
ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses;
iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company.
iv. The Company has provided requisite disclosures in the financial statements as toholding as well as dealing in Specified Bank Notes during the period from 8thNovember 2016 to 30th December 2016. Based on audit procedures and relying onthe management representation we report that the disclosures are in accordance with thebooks of account maintained by the Company and as produced to us by the Management (Refer Note 18.1 of financial statement)
For V. SANKAR AIYAR & CO
(Firm's Regn No.109208W)
Membership No. 124082
Date: 25th April 2017
Annexure 1 to the Auditors' Report
THE ANNEXURE REFERRED TO IN THE INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ACROWINDIA LIMITED ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2017.
We report that:
1. a. The company has maintained proper records showing full particulars includingquantitative details and situation of Fixed Assets.
b. As explained to us the fixed assets have been physically verified by the managementduring the year as per the phased programme which in our opinion is reasonable havingregard to the size of the Company and nature of its assets. We are informed that therewere no material discrepancies noticed on such verification.
c. According to the information and explanations given to us the title deeds ofimmovable properties are held in the name of the Company.
2. Physical verification of inventory has been conducted at reasonable intervals by themanagement. In our opinion and according to the information and explanations given to usthe procedures of physical verification of inventory followed by the management arereasonable and adequate in relation to the size of the company and the nature of itsbusiness. There were no material discrepancies noticed during the course of verification.
3. a. The company has granted unsecured interest-bearing loan to one company covered inthe register maintained under section 189 of the Companies Act 2013 having outstandingamount of Rs. 739 lacs as on March 31 2017.
b. According to information and explanations given to us the terms and conditions ofthe said loan are not prima facie prejudicial to the interest of the Company.
c. According to information and explanations given to us repayment of principal is ondemand. During the year the said loan has been renewed and interest has been received asstipulated.
d. There were no overdue amounts in the excess of Rs. 1 Lac for more than ninety days.
4. In our opinion and according to the information and explanations given to us theCompany has complied with Section 185 and 186 of Companies Act 2013 in respect of loansinvestments guarantees and securities.
5. The Company has not accepted any deposits from the public.
6. The Central Government has not prescribed maintenance of the Cost records underSection 148(1) of the Act
7. a. The company is generally regular in depositing undisputed statutory duesincluding provident fund employees' state insurance income tax sales tax wealth taxservice tax custom duty excise duty value added tax cess and other statutory dues withthe appropriate authorities during the year. According to the information and explanationsgiven to us no undisputed amounts in respect of the aforesaid statutory dues were inarrears as at 31st March 2017 for a period of more than six months from the date theybecame payable.
b. According to the information and explanations given to us based on the records ofthe company examined by us there are no dues of Income Tax Sales Tax Service TaxCustom Duty Wealth Tax Excise Duty and Cess which have not been deposited on account ofa dispute except as enumerated herein below which are pending before respectiveauthorities as mentioned there against:
|Nature of the Statute ||Nature of the dues ||Amount (Rs. In lacs) ||Period to which the amount relates ||Forum where dispute is pending |
|Wealth Tax ||Wealth Tax ||15.43 ||1999-2000 ||Commissioner of Wealth Tax (Appeals) Mumbai |
|Employee State Insurance Fund ||ESIC ||5.08 ||1986-1988 ||Divisional Industrial Court Mumbai |
|Service Tax ||Service Tax ||0.98 ||Aug'12 to Mar'14 ||Appellate Commissioner Nagpur |
8. The Company does not have loans and borrowing from banks and financial institution.Repayment of loan from government has been as stipulated.
9. The company has not raised any money during the year by way of initial public offerand further public offer (including debt instruments) and term loans.
10. According to the information and explanations given to us no material fraud on orby the company has been noticed or reported during the course of our audit.
11. The Company has not made any payments towards managerial remuneration during theyear.
12. According to the information and explanations given to us the Company is not aNidhi company.
13. According to the information and explanations given to us and based on ourexamination of the records of the company transactions with the related parties are incompliance with section 177 and section 188 of the Companies Act 2013 where applicable andthe details of such transactions have been disclosed in the financial statement asrequired by applicable accounting standards.
14. According to the information and explanations given to us and based on examinationof the records of the company the Company has not made any preferential allotment orprivate placement of shares or fully or partly convertible debentures during the year.
15. According to the information and explanations given to us and based on examinationof the records of the company the Company has not entered into any non-cash transactionwith directors or persons connected with them.
16. The company is not required to be registered under section 45 IA of the ReserveBank of India Act 1934.
Annexure - 2 to the Auditors' Report
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")
We have audited the internal financial controls over financial reporting of Acrow IndiaLimited ("the Company") as of 31 March 2017 in conjunction with our audit of thestandalone financial statements of the Company for the year ended on that date.
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 (ICAI'). Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the 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 be 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 the 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 includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgement including the assessment of the risks ofmaterial misstatement 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 internal 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 accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized1 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 collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also 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 31 March 2017 based on theinternal control over financial reporting criteria established by the Company consideringthe 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 V. SANKAR AIYAR & CO
(Firm's Regn No.109208W)
Membership No. 1240821
Date: 25th April 2017