You are here » Home » Companies » Company Overview » ICSA (India) Ltd

ICSA (India) Ltd.

BSE: 531524 Sector: IT
NSE: ICSA ISIN Code: INE306B01029
BSE 15:05 | 20 Feb 3.69 0.15
(4.24%)
OPEN

3.70

HIGH

3.71

LOW

3.43

NSE 15:29 | 20 Feb 3.60 0
(0.00%)
OPEN

3.60

HIGH

3.70

LOW

3.45

OPEN 3.70
PREVIOUS CLOSE 3.54
VOLUME 11697
52-Week high 6.87
52-Week low 2.16
P/E
Mkt Cap.(Rs cr) 18
Buy Price 3.55
Buy Qty 189.00
Sell Price 3.69
Sell Qty 196.00
OPEN 3.70
CLOSE 3.54
VOLUME 11697
52-Week high 6.87
52-Week low 2.16
P/E
Mkt Cap.(Rs cr) 18
Buy Price 3.55
Buy Qty 189.00
Sell Price 3.69
Sell Qty 196.00

ICSA (India) Ltd. (ICSA) - Auditors Report

Company auditors report

ICSA (INDIA) LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of ICSA (INDIA) LIMITED("the Company") which comprise the Balance Sheet as at March 31 2017 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.

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 financial statements that give a true and fair view of the financial positionfinancial performance and cash flows of the Company in accordance with the accountingprinciples generally accepted in India including the Accounting Standards specified underSection 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.

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 and the Order under Section 143(11)of the Act.

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 judgment 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 financial statements.

Basis for Qualified Opinion i) Attention is invited to Note No.7 to Notes onFinancial statements regarding non-provision of interest on working capital loans for anamount of Rs. 15392.37 lacs (Cumulative upto 31-03-2017 amounting to Rs.48996.20 lacs)The loss of the company is understated to an extent of Rs.15392.37 lacs for the year andcumulative loss upto 31-03-2017 to the extent of Rs.48996.20 lacs and liability of thecompany is understated to that extent. ii) Attention is invited to Note No.9 to Notes onFinancial statements regarding non-provision of interest on Term Loans from banks for anamount of Rs.13190.18 lacs (Cumulative upto 31-03-2017 amounting to Rs.39148.17 lacs).The loss of the company is understated to an extent of Rs. 13190.18 lacs for the year andcumulative loss upto 31-03-2017 to the extent of Rs. 39148.17 lacs and liability of thecompany is understated to that extent. iii) Attention is invited to Note No.9 to Notes onFinancial statements regarding non-provision of interest on corporate dividend tax for anamount of Rs.12.85 lacs for the year (Cummulative interest upto 31-03-2017 amounting toRs.89.94 lacs. The loss of the company is understated to an extent of Rs.12.85 lacs forthe year and cumulative loss upto 31-03-2017 to the extent of Rs. 89.94 lacs and liabilityof the company is understated to that extent.

iv) Attention is invited to Note No.24 (a)(iii) to Notes on Financial statementsregarding non-provision of Rs. 6427.58 lacs towards differential interest for nonacceptance of CDR package by banks. The loss of the company is understated to an extent ofRs. 6427.58 lacs and the liability of the company is understated to that extent. v) Thecompany is not carrying on any activities In view of the above we are of the opinionthat the company is not able to continue as a going concern

Qualified Opinion

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 above the aforesaid standalone financial statements give theinformation required by the Act in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India of the state ofaffairs of the Company as at 31st March 2017 and its loss and its cash flows for theyear ended on that date.

Emphasis of Matters

We draw attention on the following matters in the notes to the financial statements i)Note no. 12 in respect of Long term loans and advances Rs. 5616.79 lacs. Loans andAdvances are subject to confirmation and reconciliation. ii) Note no. 14 in respect ofInventory Rs. 4913.79 lacs. The physical verification was not carried by the managementduring the year and valuation is done by the management. We relied upon therepresentations given by the Management. iii) Note no. 15 in respect of trade receivablesRs.16693.82 lacs (net of provision). Receivables are subject to confirmation andreconciliation. iv) Financial statements being prepared on going concern basisnotwithstanding the fact that the consortium banks recalled their debts and issued noticesunder SARFAESI Act 2002 to take the possession of the assets of the Company and majorityof the customers have cancelled their contracts with the Company. These events castsignificant doubt on the ability of the Company to continue as going concern. Theappropriateness of assumption of going concern is dependent upon the Company's ability toinfuse funds to meet its debt and resuming normal operations.

Our opinion is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")as amended issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Act we give in the "Annexure A" a statement on the mattersspecified in paragraphs 3 and 4 of the Order.

2. As required by section 143 (3) of the Act we report that: a. we have sought andobtained all the information and explanations which to the best of our knowledge andbelief were necessary for the purpose of our audit; b. in our opinion proper books ofaccount as required by law have been kept by the Company so far as it appears from ourexamination of those books; c. the Balance Sheet the Statement of Profit and Loss and theCash Flow Statement dealt with by this Report are in agreement with the books of accountd. In our opinion the aforesaid financial statements comply with the Accounting Standardsspecified under section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014 except Accounting standard (AS) 15 "Employee Benefits" relatingto the provision for gratuity. e. On the basis of written representations receivedfrom the directors as on March 31 2017 taken on record by the Board of Directors none ofthe directors is disqualified as on March 31 2017 from being appointed as a director interms of Section 164 (2) of the Act.

e. With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls: f. Thesystem of internal financial controls over financial reporting with regard to Company werenot made available to us to enable us to determine if the Company has established adequateinternal financial control systems over financial reporting at the aforesaid Company andwhether such internal financial controls were operating effectively as at March 312017.

We have considered the disclaimer reported above in determining the nature timing andextent of audit tests applied in our audit of the financial statements of Company and thedisclaimer does not affect our opinion on the financial statements of the said Company. g.With respect to the other matters to be included in the Auditor's Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 and in our opinion and tothe best of our information and according to the explanations given to us: i. The Companyhas disclosed the impact of pending litigations as at 31st March 2017 on its financialposition in its financial statements as referred to in note 24(a) (i) (ii) (iii) and (iv)to the financial statements. ii. The Company has made provision as required under theapplicable law or accounting standards for material foreseeable losses if any and onlong term contracts including derivative contracts. iii. There has been no delay intransferring amounts required to be transferred to the Investor Education and ProtectionFund by the Company. iv. The company has provided requisite disclosures in its financialstatements as to holdings as well as dealings in Specified Bank Notes during the periodfrom 8th November 2016 to 30th December 2016 and these are in accordance with the booksof accounts maintained by the Company. Refer to Note No.16.1 to the financial statements.

For RAMBABU & Co.

Chartered Accountants FRN: 002976S

RAVI RAMBABU

Partner M.No. 018541

Place: Hyderabad
Date: 30-05-2017

"Annexure A" to the Independent Auditors' Report

Referred to in paragraph 1 under the heading ‘Report on Other Legal &Regulatory Requirement' of our report of even date to the financial statements of theCompany for the year ended March 31 2017:

1. (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets. However fixed assets register is notupdated during the year. (b) As explained to us the fixed assets have not been physicallyverified by the management according to the phased program designed to cover all the fixedassets over the year.

(c) Banks have issued notices under SARFAESI Act 2002 to take possession of the assetsof the Company. This event cast significant doubts on the ability of the Company tocontinue as a going concern.

2) In respect of its inventories:

(a) As explained to us inventories have not been physically verified during the yearby the management. (b) In our opinion and according to the information and explanationsgiven to us the procedures of physical verification of inventories followed by themanagement are not reasonable and adequate in relation to the size of the company and thenature of its business.

(c) The company has maintained proper records of inventories. However the physicalverification of inventory was not carried out by the management during the year.

3. The Company has not granted any loans secured or unsecured to companies firmsLimited Liability partnerships or other parties covered in the Register maintained undersection 189 of the Act. Accordingly the provisions of clause 3 (iii) (a) to (C) of theOrder are not applicable to the Company and hence not commented upon.

4) In our opinion and according to the information and explanations given to us thecompany has complied with the provisions of section 185 and I86 of the Companies Act 2013In respect of loans investments guarantees and security.

5) The Company has not accepted any deposits from the public and hence the directivesissued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any otherrelevant provisions of the Act and the Companies (Acceptance of Deposit) Rules 2015 withregard to the deposits accepted from the public are not applicable.

6) We have broadly reviewed the cost records maintained by the Company pursuant to therules prescribed by the Central Government of India under Section 148(1) of the CompaniesAct 2013 and are of the opinion that prima facie the prescribed cost records have beenmade and maintained. We have however not made a detailed examination of the cost recordswith a view to determine whether they are accurate or complete.

7) (a) According to information and explanations given to us and on the basis of ourexamination of the books of account and records the Company has not been generallyregular in depositing 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 statutory dues with the appropriate authorities. Accordingto the information and explanations given to us no undisputed amounts payable in respectof the above were in arrears as at March 31 2017 for a period of more than six monthsfrom the date on when they become payable except the following:

Nature of Due Rs. In Lakhs
Corporate Dividend Tax 142.76
PF Employee Contribution 1.23
PF Employer Contribution 1.5
Professional Tax 0.24
TDS Payable 1259.32
ESI Employer Contribution 0.55
Service Tax 0.92

(b) Details of statutory dues which have not been deposited as on 31st March 2017 onaccount of disputes are given below:

Name of the Statute Nature of the dues year to which the amount relates Forum where dispute is pending Amount. (Rs. In Lakhs) Deposit Amount (Rs.in Lakhs) Unpaid Deposit Amount (Rs.in Lakhs)
Income Tax Act1961 Income Tax 2009-10 The Commissioner of Income Tax (Appeals) 2188.06 - 2188.06
Income Tax Act1961 Income Tax 2010-11 The Commissioner of Income Tax (Appeals) 40361.92 - 40361.92
Income Tax Act1961 Income Tax 2011-12 The Commissioner of Income Tax (Appeals) 26270.36 - 26270.36
Income Tax Act1961 Income Tax 2012-13 The Commissioner of Income Tax (Appeals) 8401.29 - 8401.29
Total 77221.63 - 77221.63

8) According to the records of the Company examined by us and the information andexplanations given to us the company has defaulted in repayment of dues to financialinstitution and banks as at the Balance sheet date.

Name of the Bank Principal (Rs. lacs) Interest (Rs. lacs)
1 Andhra Bank 3615.62 827.30
2 Oriental Bank of Commerce 9991.91 2509.02
3 Bank of India - 1909.63
4 Punjab National Bank - 2591.41
5 State Bank of India 3956.85
6 Union Bank of India - 1720.61
7 IDBI Bank Limited - 1167.33
8 Andhra Bank - 3159.66
9 Bank of India 3050.60 -
10 Punjab National Bank 1845.82 -
11 State Bank of India 3543.51 -
12 Union Bank of India 2153.18 -
13 IDBI Bank Limited 125.67
14 Andhra Bank 1220.46 -

9) Based upon the audit procedures performed and the information and explanations givenby the management the company has not raised moneys by way of initial public offer orfurther public offer including debt instruments and term Loans. Accordingly theprovisions of clause 3 (ix) of the Order are not applicable to the Company and hence notcommented upon.

10) Based upon the audit procedures performed and the information and explanationsgiven by the management we report that no fraud by the Company or on the company by itsofficers or employees has been noticed or reported during the year.

11) Based upon the audit procedures performed and the information and explanationsgiven by the management the company has not paid/provided any managerial remunerationduring the year under Audit.

12) In our opinion the Company is not a Nidhi Company. Therefore the provisions ofclause 4 (xii) of the Order are not applicable to the Company.

13) In our opinion all transactions with the related parties are in compliance withsection 177 and 188 of Companies Act 2013 and the details have been disclosed in theFinancial Statements as required by the applicable accounting standards.

14) Based upon the audit procedures performed and the information and explanationsgiven by the management the company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the year underreview. Accordingly the provisions of clause 3 (xiv) of the Order are not applicable tothe Company and hence not commented upon.

15) Based upon the audit procedures performed and the information and explanationsgiven by the management the company has not entered into any non-cash transactions withdirectors or persons connected with him. Accordingly the provisions of clause 3 (xv) ofthe Order are not applicable to the Company and hence not commented upon. 16) In ouropinion the company is not required to be registered under section 45 IA of the ReserveBank of India Act 1934 and accordingly the provisions of clause 3 (xvi) of the Order arenot applicable to the Company and hence not commented upon.

For RAMBABU & Co.

Chartered Accountants

FRN: 002976S

RAVI RAMBABU

Partner

M.No.018541

Place: Hyderabad Date: 30-05-2017

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

To

The Board of Directors ICSA (INDIA) LIMITED

Dear Sir

I undertake to comply with the conditions laid down in Regulation 25 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 read with section 149 andSchedule IV of the Companies Act 2013 in relation to conditions of independence and inparticular: (a) I declare that upto the date of this certificate apart from receivingdirector's remuneration I did not have any material pecuniary relationship ortransactions with the Company its promoter its directors senior management or itsholding Company its subsidiary and associates as named in the Annexure thereto which mayaffect my independence as director on the Board of the Company. I further declare that Iwill not enter into any such relationship/transactions. However if and when I intend toenter into such relationships/transactions whether material or non-material I shall keepprior approval of the Board. I agree that I shall cease to be an independent director fromthe date of entering into such relationship/transaction.

(b) I declare that I am not related to promoters or persons occupying managementpositions at the Board level or at one level below the board and also have not beenexecutive of the Company in the immediately preceding three financial years.

(c) I was not a partner or an executive or was also not partner or executive during thepreceding three years of any of the following: (i) the statutory audit firm or theinternal audit firm that is associated with the Company and (ii) the legal firm(s) andconsulting firm(s) that have a material association with the company (d) I have not been amaterial suppliers service provider or customer or lessor or lessee of the company whichmay affect independence of the director and was not a substantial shareholder of theCompany i.e. owning two percent or more of the block of voting shares.

Thanking you.

Yours Faithfully

Date: 11.08.2017 Place : Hyderabad.

Sd/-

SARVESWAR REDDY MANDRA

(Independent Director) (Din: 02646060)

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

To

The Board of Directors ICSA (INDIA) LIMITED

Dear Sir

I undertake to comply with the conditions laid down in Regulation 25 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 read with section 149 andSchedule IV of the Companies Act 2013 in relation to conditions of independence and inparticular: (a) I declare that upto the date of this certificate apart from receivingdirector's remuneration I did not have any material pecuniary relationship ortransactions with the Company its promoter its directors senior management or itsholding Company its subsidiary and associates as named in the Annexure thereto which mayaffect my independence as director on the Board of the Company. I further declare that Iwill not enter into any such relationship/transactions. However if and when I intend toenter into such relationships/transactions whether material or non-material I shall keepprior approval of the Board. I agree that I shall cease to be an independent director fromthe date of entering into such relationship/transaction.

(b) I declare that I am not related to promoters or persons occupying managementpositions at the Board level or at one level below the board and also have not beenexecutive of the Company in the immediately preceding three financial years.

(c) I was not a partner or an executive or was also not partner or executive during thepreceding three years of any of the following: (i) the statutory audit firm or theinternal audit firm that is associated with the Company and (ii) the legal firm(s) andconsulting firm(s) that have a material association with the company (d) I have not been amaterial suppliers service provider or customer or lessor or lessee of the company whichmay affect independence of the director and was not a substantial shareholder of theCompany i.e. owning two percent or more of the block of voting shares.

Thanking you.

Yours Faithfully

Date: 11.08.2017 Place : Hyderabad.

Sd/-
TELUKUTLA SRINIVASA RAO
(Independent Director)
(Din: 06545264)