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CES Ltd.

BSE: 512341 Sector: IT
NSE: N.A. ISIN Code: INE396F01013
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CES Ltd. (CES) - Auditors Report

Company auditors report

TO THE MEMBERS OF CES LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of M/s. CES LIMITED ("theCompany") which comprise the Balance Sheet as at 31st March 2017Statement of Profit & Loss and the Cash Flow Statement for the year then ended and asummary 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 of these financialstatements that give a true and fair view of the financial position financial performanceand cash flows of the Company in accordance with the accounting principles generallyaccepted in India including the Accounting Standards specified under Section 133 of theAct read with Rule 7 of the Companies (Accounts) Rules 2014. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding the assets of the Company and for preventing and detecting fraudsand other irregularities; selection and application of appropriate accounting policies;making judgments and estimates that are reasonable and prudent; and design implementationand maintenance of adequate internal financial controls that were operating effectivelyfor ensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statements that give a true and fair viewand are free from material misstatement whether due to fraud or error.

Auditor’s Responsibility

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 there under.

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 anddisclosures in the financial statements. The procedures selected depend on theauditor’s judgment including the assessment of the risks of material misstatement ofthe financial statements whether due to fraud or error. In making those risk assessmentsthe auditor considers internal financial control relevant to the Company’spreparation of the financial statements that give a true and fair view in order to designaudit procedures that are appropriate in the circumstances. An audit also includesevaluating the appropriateness of the accounting policies used and the reasonableness ofthe 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 toprovide a basis for our audit opinion on the financial statements.

Opinion

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 accountingprinciples generally accepted in India of the state of affairs of the Company as at 31stMarch 2017 its Profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the companies (Auditor’s Report) Order 2016 (‘theorder’) issued by the Central

Government of India in terms of sub-section (11) of section 143 of the Act we give inthe "Annexure A" a statement on the matters specified in the paragraph 3 and 4of 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 statement of Profit & Loss and the Cash Flow Statement dealtwith by this Report are in agreement with the books of account.

(d) In our opinion the aforesaid financial statements comply with the AccountingStandards 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 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 termsof Section 164 (2) of the Act.

(f) With respect to the adequacy of internal financial controls over financialreporting of the company and the operating effectiveness of such controls refer to ourseparate report in "Annexure B"; 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 does not have any pending litigations which would impact its financialposition.

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 during the year ended 31st March 2017.

iv. The Company has provided requisite disclosures in its financial statements as toholdings as well as dealings in Specified Bank Notes during the period from 8thNovember 2016 to 30th December 2016 and these are in accordance with thebooks of accounts maintained by the Company.

For P Murali & Co.

Chartered Accountants

FRN. 007257S

P. Murali Mohana Rao

Partner

Membership No. 023412

Place: Hyderabad

Date: 30th May 2017.

Annexure A to the Auditor’s Report

Annexure referred to in paragraph 1 of Our Report of even date to the members of M/s.CES LIMITED on the accounts of the company for the year ended 31st March 2017Under "Report on other Legal & Regulatory Requirements"

i. (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) As explained to us fixed assets have been physically verified by the management atregular intervals; as informed to us no material discrepancies were noticed on suchverification. In our opinion the frequency of verification is reasonable.

(c) According to the information and explanations given to us and on the basis of ourexamination of records of the Company the title deeds of immovable properties are held inthe name of the Company.

ii. The Company is a service company primarily rendering software services.Accordingly it does not hold any physical inventories. Thus this clause is notapplicable to the Company.

iii. The Company has not granted any loans secured or unsecured to companies firmsand Limited

Liability partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013. Therefore the provisions of Clause 3(iii)(iii)(a) (iii)(b) and (iii)(c) of the said order are not applicable to the company.

iv. In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of section 185 and 186 of the Act with respectto the loans and investments made.

v. In our opinion and according to the information and explanations given to us theCompany has not accepted any deposits within the meaning of section 73 to 76 or any otherrelevant provisions of the Companies Act2013 and the rules framed there under.

vi. The Central Government has not prescribed the maintenance of cost records undersection 148(1) of the Act for any of the services rendered by the Company.

vii. (a) According to the information and explanations given to us and based on therecords of the company examined by us the company is generally regular in depositing theundisputed statutory dues including

Provident Fund Employees’ State Insurance Income-tax and other materialstatutory dues as applicable except few delays in payment with the appropriateauthorities in India ;

(b) There are no undisputed amounts payable in respect of Provident Fund Employees’ State Insurance and Income-tax other material statutory dues in arrears asat 31st March 2017 for a period of more than 6 months for the date they becamepayable.

(c) According to the information and explanations given to us and based on the recordsof the company examined by us there are no dues of Income Tax and any other majorstatutory dues which have not been deposited on account of any disputes. viii. In ouropinion and according to the information and explanations given to us the company hasnot defaulted in repayment of dues to banks or financial institutions. ix. According tothe information and explanations given to us the Company has not raised moneys by way ofinitial public offer or further public offer including debt instruments and term loans.Accordingly the provisions of clause 3(ix) of the order are not applicable to thecompany.

x. During the course of examination of books of accounts and records of the companycarried out in accordance with the generally accepted auditing practices in India andaccording to information and explanations given to us we have neither come across anyinstance of material fraud on or by the company noticed or reported during the year norhave been informed of such cases by the management.

xi. The Company has paid/provided for managerial remuneration in accordance with theprovisions of section 197 read with schedule V to the Act.

xii. In our opinion and according to information and explanations given to us thecompany is not a Nidhi

Company. Therefore the provisions of clause 3(xii) of the order are not applicable tothe company.

xiii. The Company has entered into transactions with related parties in compliance withthe provisions of section 177 and 188 of the Act. The details of such related partytransactions have been disclosed in the financial statements as required under Accountingstandard (AS) 18 related party disclosures specified under section 133 of the Act readwith rule 7 of the Companies (Accounts) Rules 2014.

xiv. The company has not made any preferential allotment of private placement of sharesor fully or partly convertible debentures. Therefore the provisions of clause 3(xiv) ofthe order are not applicable to the company.

xv. According to information and explanations given to us and to the best of ourknowledge and belief the company has not entered into any non-cash transactions withdirectors or persons connected with the directors. Therefore the provisions of clause3(xv) of the order are not applicable to the company.

xvi. The Company is not required to be registered under section 45-IA of The ReserveBank of India Act

1934. Accordingly the provisions of clause 3(xvi) of the order are not applicable tothe Company.

For P Murali & Co.

Chartered Accountants

FRN. 007257S

P. Murali Mohana Rao

Partner

Membership No. 023412

Place: Hyderabad

Date: 30th May 2017.

Annexure B to the Auditor’s Report

"Annexure B" referred to in paragraph 2(f) under" Report on other legaland Regulatory Requirements" section of report on financial statements of even dateto the members of CES LIMITED on the financial statement for the year ended 31stmarch 2017.

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 CES LIMITED(‘the Company’) as of 31st March 2017 in conjunction with our auditof the 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 the Company’s policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013.

Auditors’ Responsibility

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 were 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 auditors’ judgment 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 controlssystem over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A company’s internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the Company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the Company are being made only in accordance with authorizations ofthe Management and directors of the Company; and (3) provide reasonable assuranceregarding prevention or timely detection of unauthorized acquisition use or dispositionof the Company’s assets that could have a material effect on the financialstatements.

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.

Opinion

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 P Murali & Co.

Chartered Accountants

FRN. 007257S

P. Murali Mohana Rao

Partner

Membership No. 023412

Place: Hyderabad

Date: 30th May 2017.