The Members of
IMP POWERS Limited
Report on the Standalone Financial Statements
1. We have audited the accompanying financial statements of M/s. IMP POWERS LIMITED ("theCompany") which comprise the Balance Sheet as at March 31st 2016 theStatement of Profit and Loss the Cash Flow Statement for the year then ended and asummary of the significant accounting policies and other explanatory information.
Managements Responsibility for the Standalone Financial Statements
2. 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 to 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 of 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.
3. Our responsibility is to express an opinion on these standalone financial statementsbased on our audit.
4. 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 and the rulesmade there under.
5. We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act and other applicable authoritative pronouncements issued by theInstitute of Chartered Accountants of India. Those Standards require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether the financial statements are free from material misstatement.
6. An audit involves performing procedures to obtain audit evidence about the amountsand the 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.
7. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the financial statements.
8. 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 theAct inthe manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India:
a. In case of its Balance Sheet of the State of Affairs of the Company as at March 31st2016
b. In case of Statement of Profit & Loss of the Profit for the year ended on thatdate and
c. In case of Cash Flow Statement of its cash flow for the year ended on that date.
Report on Other Legal and Regulatory Requirements
9. As required by the Companies (Auditor's Report) Order 2016' issued by theCentral Government of India in terms of sub section (11) of section 143 of the Act(hereinafter referred to as "Order") we give in the Annexure A statement ofthe matters specified in paragraphs 3 and 4 of the Order.
10. 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 and Loss and the Cash Flow Statement dealtwith by this Report are in agreement with the books of accounts of the company.
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 31March 2016 taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2016 from being appointed as a director in terms of Section164 (2) of the Act;
f) With respect to the adequacy of the financial controls over financial reporting ofthe Company and the operating effectiveness of such controls refer to our separate reportin 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 knowledge and belief and according to the information andexplanations given to us:
i) The Company has disclosed the impact of all the litigations pending as at 31stMarch2016 on its financial position in its financial statements(Refer NoteNo.25.1(i)(a)).
ii) The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.
iii) There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company during the year ended March 31st 2016.
For BATLIBOI & PUROHIT
Firm Reg.No. 101048W
(CA Raman Hangekar)
Membership No: 030615
Place : Mumbai
Date : 27.05.2016
ANNEXURE TO THE AUDITORS' REPORT
Referred to in Paragraph 9 of the Independent Auditors Report of even date on thefinancial statement as of and for the year ended March 31st 2016.
i. In respect of Fixed Assets:
(a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets on the basis of available information.
(b) As explained to us all the assets have been physically verified by the managementin a phased periodical manner which in our opinion is reasonable having regard to thesize of the Company and the nature of its assets. No material discrepancies were noticedon such verification.
ii. In respect of Inventories:
(a) Inventory has been physically verified during the year by management at reasonableintervals.
(b) The procedures of physical verification of inventories followed by the managementare reasonable and adequate in relation to the size of the company and the nature ofbusiness.
(c) As per information and explanation given to us and in our opinion the company ismaintaining proper records of its inventories and no material discrepancies was noticed onphysical verification.
iii. In respect of the loans secured or unsecured granted by the company to/fromcompanies firms limited liability partnership or other parties covered in the registermaintains inventory under section 189 of the Companies Act 2013.
(a) The Company has not granted loans secured or unsecured to companies firmslimited liability partnership or other parties covered in the register maintained underSection 189 of Companies Act 2013. Accordingly clauses 3(iii) (iii)(a) (iii)(b) and(iii)(c) are not applicable to the Company.
iv. In our opinion and according the information and explanations given to us andas per the records of the Company examined by us:
(a) The Company has not granted any loans or provided any guarantees or security inrespect of any loan to any party covered under section 185 of the Act.
(b) The Company has given corporate guarantees amounting to Rs.22 Crores (Previous yearRs.22 Crores) for the loans taken by others from the banks or the financial institutions.We are of the opinion that the terms and the conditions thereof are not prima facieprejudicial to the interest of the Company. The provision of the Section 186 of theCompanies Act 2013 has been complied with.
v. According to information and explanations provided to us the company has notobtained deposit from public as defined according to the provisions of Section 73 to 76 ofthe Companies Act 2013 and the Rules framed there under.
vi. Pursuant to the rule made by central government of India the company isrequired to maintain cost records as specified under section 148(1) of the Act in respectof its product. We have broadly reviewed the same and are of opinion that prima faciethe prescribed account and records have been made and maintained. We have not howevermade a detailed examination of the records with a view to determine whether they areaccurate or complete.
vii. In respect of Statutory Dues:
(a) According to information and explanations given to us and the records of theCompany examined by us in our opinion the Company has been generally regular indepositing the undisputed statutory dues of provident fund employees' state insuranceincluding income tax sales tax service tax value added tax duty of Customs duty ofExcise Cess and other material statutory dues as applicable with the appropriateauthorities.
(b) According to the information and explanations given to us no undisputed amountspayable in respect of income tax sales tax service tax value added tax cess and othermaterial statutory dues were in arrears as at March 31st 2016 for a period ofmore than six months from the date they became payable.
(c) According to the information and explanations given to us except those disclosed inthe financial statement and based on the records of the company examined by us exceptthose discussed in the financial statements there were no dues of income tax servicetax duty of custom duty of excise or value added tax on account of any dispute.
(d) No Amount was required to be transferred to investor education and protection fundin accordance with the relevant provisions of the Companies Act and rules made thereunder during the year under audit.
viii. As per our examination and according to the information and explanation givento us the Company has not defaulted in the repayment of dues to financial institutions orbank during the year under the Audit. We would like to draw your attention to Note 04 toNotes to accounts the company has been repaying principal amount along with interest toGreater Bombay Co.-Op. Bank.
ix. The company has not raised any money via initial public offer or by way offurther public offer or new term loans. The term loans outstanding at the beginning of theyear have been applied for the purpose for which they were raised.
x. According to the information and explanations given to us we have neither comeacross any instance of material fraud on or by the Company by its officers or employeesnoticed or reported during the year nor have we been informed of any such case by theManagement.
xi. The Company has paid/provided for managerial remuneration in accordance withthe requisite approvals mandated by the provisions of section 197 read with Schedule V ofthe Companies Act.
xii. In our opinion the company is not a Nidhi Company. Accordingly paragraph3(xii) of the Order is not applicable.
xiii. As per our examination and according to the information and explanation givento us all the transactions with the related parties are in compliance with the sections177 and 188 of the Companies Act2013 and the details have been disclosed in the financialstatements etc. as required by the applicable accounting standards.
xiv. The Company has made preferential allotment of shares during the year underreview as follows:
|Name of the Allottee ||No. of Equity Shares allotted ||Face Value per equity Share(Rs.) ||Total Nominal Value(Rs.) ||Issue price per share |
|Universal Transformer Pvt.ltd ||336250 ||Rs.10 ||3362500 ||Rs.80/- |
|Advanced Transformers & Equipments Pvt. Ltd ||163750 ||Rs.10 ||1637500 ||Rs.80/- |
According to the information and explanations provided to us and based on ourexamination of the records of the Company requirements of relevant section of the CompanyAct 2013 have been complied with and the amount raised has been used for the purposes forwhich the funds were raised.
xv. According to the information and explanations provided to us and based on ourexamination of the records of the Company the company has not entered into any non-cashtransactions with directors or persons connected with him. Accordingly paragraph 3(xv) ofthe Order is not applicable.
xvi. The Company is not required to be registered under section 45-IA of theReserve Bank of India Act 1934.
| ||For BATLIBOI & PUROHIT Chartered Accountants |
| ||Firm Reg.No. 101048W |
| ||(CA Raman Hangekar) |
|Place : Mumbai ||Partner |
|Date : 27.05.2016 ||Membership No: 030615 |
Annexure - B to Independent Auditors Report
Referred to in Paragraph 10(f) of the Independent Auditors Report of even date onthe financial statement as of and for the year ended March 31st 2016.
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")
1. We have audited the internal financial controls over financial reporting of IMPPOWERS LIMITED ("the Company") as of March 31st 2016 in conjunctionwith our audit of the standalone financial statements of the Company for the year ended onthat date.
Managements Responsibility for Internal Financial Controls
2. 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.
3. 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 ICAI. Those Standards and the GuidanceNote require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether adequate internal financial controls overfinancial reporting was established and maintained and if such controls operatedeffectively in all material respects.
4. Our audit involves performing procedures to obtain audit evidence about the adequacyof the 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 judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.
5. 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
6. 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
(a) pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;
(b) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorizations of management and directors of the company; and
(c) provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition use or disposition of the company's assets that could have amaterial effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
7. 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.
8. 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 during the year ended March 31 2016based on the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls over Financial Reporting issued by the Institute ofChartered Accountants of India.
For BATLIBOI & PUROHIT
Firm Reg.No. 101048W
(CA Raman Hangekar)
Membership No: 030615
Place : Mumbai
Date : 27.05.2016