To the Members of GE T&D India Limited (formerly known as Alstom T&D IndiaLimited)
1. Report on the Ind AS Financial Statements
We have audited the accompanying Ind AS financial statements of GE T&D IndiaLimited (formerly known as "Alstom T&D India Limited") ("theCompany") which comprise the Balance Sheet as at 31 March 2017 the Statement ofProfit and Loss (including "Other Comprehensive Income") the Cash FlowStatement and the Statement of Changes in Equity for the year then ended and a summary ofthe significant explanatory information.
2. Management's Responsibility for the Ind AS 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 Ind AS financial statements that give a true and fair view of the state of affairs(financial position) profit or loss (financial performance including other comprehensiveincome) cash flows and changes in equity of the Company in accordance with the accountingprinciples generally accepted in India including the Indian Accounting Standards (Ind AS)prescribed under section 133 of the Act.
This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofand the changes in appropriate accounting policies; making judgments and estimates thatare reasonable and prudent; and design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe Ind AS financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.
3. Auditor's Responsibility
Our responsibility is to express an opinion on these Ind AS financial statements basedon 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 and the Rules made thereunder.
We conducted our audit of the Ind AS financial statements in accordance with theStandards on Auditing specified under Section 143(10) of the Act. Those Standards requirethat we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the Ind AS financial statements are free from materialmisstatement.
An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the Ind AS financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of theInd AS financial statements whether due to fraud or error. In making those riskassessments the auditors considers internal financial control relevant to the Company'spreparation of the Ind AS financial statements that accounting policies and other give atrue and fair view in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of the accountingpolicies used and the reasonableness of the accounting estimates made by the Company'sDirectors as well as evaluating the overall presentation of the Ind AS financialstatements.
We believethattheauditevidencewehaveobtainedissufficient and appropriate to provide abasis for our audit opinion on the Ind AS financial statements.
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid Ind AS financial statements give the information required bythe Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India including the Ind AS of the state ofaffairs (financial position) of the Company as at 31 March 2017 its loss (financialperformance including other comprehensive for the year ended income)its cashflows on thatdate.
5. O ther Matters
The comparative financial information of the Company for the year ended 31 March 2016and the transition date opening balance sheet as at 1 April 2015 included in these Ind ASfinancial statements are based on the previously issued statutory financial statementsprepared in accordance with the Companies (Accounting Standards) Rules 2006 audited bythe predecessor auditor whose report for the year ended 31 March 2016 and 31 March 2015dated 3 May 2016 and 30 April 2015 respectively expressed an unmodified opinion on thosefinancial accounting principles adopted by the Company on transition to the Ind AS whichhave been audited by us.
Our opinion is not modified in respect of this matter.
6. R eport on Other Legal and Regulatory
1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government in terms of Section 143(11) of the Act we give in"Annexure I" a statement on the matters specified in paragraphs 3 and 4 of theOrder.
2. As r equired 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 (including other comprehensiveincome) the Cash Flow Statement and Statement of Changes in Equity dealt with by thisReport are in agreement with the books of account.
d. In our opinion the aforesaid Ind AS financial statements comply with the IndianAccounting Standards prescribed under section 133 of the Act.
e. On the basis of the written representations received from the directors as on 31March 2017 taken on record by the Board of Directors none of the directors isdisqualified as on 31 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 "Annexure II".
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) TheCompany has disclosed the impact of pending litigations on its financial position in itsInd AS financial statements refer note 39 to the Ind AS financial statements
ii) The Company has made provision as required under the applicable law or accountingstandards for material foreseeable losses if any on long-term contracts includingderivative contracts refer note 45 to the Ind AS financial statements
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 its Ind AS financial statementsas to holdings as well as dealings in Specified Bank Notes during the period from 8November 2016 to 30 December 2016. Based on audit procedures and relying on the managementrepresentation we report that the disclosures are in accordance with books of accountmaintained by the Company and as produced to us by the Management Refer Note 44 to the IndAS financial statements.
Annexure I to the Independent Auditor's Report
Referred to in paragraph 6 (1) of the Independent Auditor's Report to the Members of GET&D India Limited (formerly known as "Alstom T&D India Limited") on theInd AS financial statements for the Year ended 31 March 2017
(i) (a) According to the information and explanations given to us the Company hasmaintained proper records showing full particulars including quantitative details andsituation of fixed assets.
(b) According to the information and explanations given to us the fixed assets arephysically verified by the management in accordance with a phased programme designed tocover all items of fixed assets over a period of three years which in our opinion isreasonable having regard to the size of the Company and nature of its fixed assets.Pursuant to the programme a portion of the fixed assets has been physically verified bythe management during the year. As informed to us no material discrepancies were observedon such verification.
(c) According the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of the immovable properties areheld in the name of the Company.
(ii) According to the information and explanations given to us the inventories(excluding stocks with third parties) have been physically verified during the year by themanagement. In respect of inventories lying with third parties these have substantiallybeen confirmed by them. In our opinion the frequency of verification is reasonable.Further as informed the discrepancies noticed on verification between the physicalinventory and the book records were not material.
(iii) According to the information and explanations given to us the Company has notgranted any loans secured or unsecured to companies firms limited liabilitypartnerships or other parties covered in the register maintained under Section 189 of theAct. Accordingly para 3 (iii) of the Order is not applicable.
(iv) According to the information and explanations given to us the Company has notgiven any loans or made any investments or provided any guarantee or security asspecified under section 185 and 186 of the Companies Act 2013. Accordingly paragraph3(iv) of the Order is not applicable.
(v) According to the information and explanations given to us the Company has notaccepted any deposits covered under section 73 to 76 of the Act.
(vi) We have broadly reviewed the books of account maintained by the Company pursuantto the rules made by the Central Government the maintenance of cost records has beenprescribed under sub section (1) of section 148 of the Companies Act 2013 and are of theopinion that prima facie the prescribed accounts and records have been made andmaintained. However we have not made a detailed examination of such records with a viewto determine whether they are accurate or complete.
(vii) (a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company amounts deducted/ accrued in the books ofaccount in respect of undisputed statutory dues including Provident Fund Employees' StateInsurance Income tax Sales tax Service tax Duty of Customs Duty of Excise ValueAdded Tax Cess and any other material statutory dues to the extent applicable havegenerally been regularly deposited with the appropriate authorities during the year.
According to the information and explanations given to us no undisputed amountspayable in respect of Provident Fund Employees' State Insurance Income tax Sales taxService tax Duty of Customs Duty of Excise Value Added tax Cess and other materialstatutory dues to the extent applicable were in arrears as at 31 March 2017 for a periodof more than six months from the date they became payable.
(b) Accor ding to the information and explanations given to us and on the basis of therecords of the Company examined by us there are no dues of Income-tax Sales-tax Servicetax Duty of Customs Duty of Excise and Value Added Tax which have not been depositedwith the appropriate authorities on account of any dispute except as mentioned below:-
|Name of the Statute ||Nature of dues ||Amount of demand* (Rs. millions) ||Amount deposited against the demand (Rs. millions) ||Period to which the amount relates ||Forum where dispute is pending |
|The Central Excise Act 1944 ||Excise duty ||16.8 ||0.4 ||1990-91 1996-97 1998-99 2003-04 2008-09 2015-16 2016-17 ||Appellate Authority- up to Commissioner level |
| || ||40.3 ||4.0 ||2008-09 to 2016-17 ||Central Excise and Service Tax Appellate Tribunal |
| || ||0.2 ||0.2 ||2008-09 ||Madras High court |
|Custom Act 1962 ||Custom duty ||439.9 ||- ||2014-15 ||Madras High court |
| || ||5.0 ||- ||2008-09 ||Custom Excise and |
| || || || || ||Service Tax Appellate Tribunal |
| || ||0.1 ||- ||2014-15 and 2015-16 ||Appellate Authority- Up to Commissioner Level |
|The Finance Act 1994 ||Service tax ||2.0 ||0.4 ||2009-10 2016-17 ||High Court |
| || ||10.3 ||0.9 ||2015-16 2016-17 ||Up to Commissioner |
| || || || || ||Level |
| || ||613.6 ||307.9 ||2008-09 2010-11 to ||Central Excise and |
| || || || ||2013-14 2015-16 and ||Service |
| || || || ||2016-17 ||Tax Appellate Tribunal |
|Central Sales Tax Act and Local Sales Tax Acts (including works contract tax) ||Sales tax ||2880.6 ||1082.9 ||1988 -89 to 1990-91 1992-93 1993-94 1998-99 2000-01 to 2016-17 ||Appellate Authority- upto Commissioner level |
| || ||248.7 ||280.6 ||1983-84 1986-87 to 1988 -1989 1991-92 2008-09 to 2012-13 ||Sales Tax Appellate Tribunal |
|Income Tax Act 1961 ||Income Tax ||26.8 ||- ||2006-07 ||Commissioner of Income Tax (Appeals) |
| || ||75.5 ||- ||2007-08 || |
| || ||100.8 ||- ||2008-09 || |
| || ||868.6 ||10.0 ||2009-10 || |
| || ||573.8 ||- ||2010-11 || |
| || ||454.6 ||- ||2011-12 || |
| || ||277.3 ||- ||2012-13 || |
| || ||407.6 ||- ||2013-14 || |
* Amount as per demand orders including interest and penalty wherever indicated in theorder
(viii) Accor ding to the information and explanations given the Company has notdefaulted in repayment of loans or borrowings to any banks. Further the Company does nothave any loans or borrowings from any financial institution or government and the Companydoes not have any debentures issued / outstanding at any time during the year.
(ix) According to the information and explanations given to us the Company did notraise any money by way of initialpublicoffer or furtherpublicoffer (including debtinstrument) and any term loans during the year. Accordingly paragraph 3 (ix) of the Orderis not applicable.
(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officersor employees has been noticed or reported duringthe year.
(xi) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has paid managerial remuneration inexcess of amounts as laid down under the provisions of Section 197 read with Schedule V tothe Act to its whole time directors/ managing director. The excess amount of Rs. 40.2million is being recovered by the Company from such directors as also confirmed by therespective
(xii) According to the information and explanations given to us the Company is not aNidhi Company. Accordingly paragraph 3(xii) of the Order is not applicable.
(xiii) According to information and explanations given to us and on the basis of ourexamination of the records of the Company all transactions with the related parties arein compliance with section 177 and 188 of the Act where applicable and the details havebeen disclosed in the Ind AS financialstatements as required by the applicable accountingstandard.
(xiv) According to information and explanations given to us the Company has not madeany preferential allotment or private placement of shares or fully or partly convertibledebentures during the year. Accordingly paragraph 3(xiv) of the Order is not applicable.
(xv) According to information and explanations given to us the Company has not enteredinto any non-cash transactions with directors or persons connected with him. Accordinglyparagraph 3(xv) of the Order is not applicable.
(xvi) According to information and explanations given to us the Company is notrequired to be registered under section 45-IA of the Reserve Bank of India Act 1934.
Annexure II to the Independent Auditor's Report
Referred to in paragraph 6 (2) (f) of the Independent Auditor's Report to the Membersof GE T&D India Limited (formerly known as "Alstom T&D IndiaLimited")ontheIndASfinancialstatements for the Year ended 31 March 2017
Report on the Internal Financial Controls under Clause (i) of Sub-section (3) ofSection 143 of the Companies Act 2013 ("the Act") controls over financialWe have audited the internal financial reporting of GE T&D India Limited (formerlyknown as "Alstom T&D
India Limited") ("the Company") as of 31 March 2017 in conjunction withour audit of the Ind AS 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 FinancialReporting' issued 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 Act.
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 FinancialReporting' (the "Guidance Note") and the Standards on Auditing issued by ICAIand deemed to be prescribed under section 143(10) of the Act to the extent applicable toan audit of internal financial controls both applicable to an audit of Internal FinancialControls and both issued by the ICAI. Those Standards and the Guidance Note require thatwe comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all materialrespects.
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 believethattheauditevidencewehaveobtainedissufficient and appropriate to provide abasis for our audit opinion on the Company's internal financial controls system overfinancial 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 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 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 reporting to future periodsare subject to the risk that the internal financial control over financial because ofchanges in conditions or that the degree of compliance with the policies or proceduresmay deteriorate.
In our opinion the Company has in all material respects an adequate internalfinancialcontrols system over financial reporting and internal financialcontrols overfinancial effectively as at 31 March 2017 based on the internal control over financialreporting the essential components of internal control stated in the Guidance Note issuedby the ICAI
| ||B S R & Associates LLP |
| ||reporting may become inadequate For |
| ||Chartered Accountants |
|ICAI Firm registration number: 116231W/W-100024 || |
| ||Manish Gupta |
|Place: New Delhi ||Partner |
|Date: 24 May 2017 ||Membership No.: 095037 |