TO THE MEMBERS OF ADVANCE METERING TECHNOLOGY LIMITED Report on the Audit of StandaloneFinancial Statements Opinion
We have audited the accompanying standalone financial statements of Advance MeteringTechnology Limited (the Company') which comprise the standalone Balance Sheetas at March 31 2020 the standalone Statement of Profit and Loss (including OtherComprehensive Income) the standalone Statement of Changes in Equity and the standalone
Statement of Cash Flows for the year ended and notes to the standalone financialstatements including a summary of the significant accounting policies and otherexplanatory information (herein after referred to as "standalone financialstatements").
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Companies Act 2013 ("the Act") in the manner so required and give a trueand fair view in conformity with the Indian Accounting Standards prescribed under section133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015 asamended ("Ind AS") and other accounting principles generally accepted in Indiaof the standalone state of affairs of the company as at March 31 2020 the standaloneloss and total comprehensive loss standalone changes in equity and its standalone cashflows for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing specified undersection 143(10) of the Act (SAs).
Our responsibilities under those Standards are further described in the Auditor'sResponsibilities for the Audit of the Standalone Financial Statements section of ourreport. We are independent of the Company in accordance with the Code of Ethics issued bythe Institute of Chartered Accountants of India (ICAI) together with the ethicalrequirements that are relevant to our audit of the standalone financial statements underthereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.
Emphasis of Matter
We draw attention to the Note 38 to the standalone financial statements which describesthe management's assessment of the impact of uncertainties arising because of COVID-19Pandemic and its consequential effects on the Company.
Our opinion is not modified in respect of this matter.
Key Audit Matters
Key audit matters (KAM) are those matters that in our professional judgment were ofmost significance in our audit of the standalone financial statements of the currentperiod. These matters were addressed in the context of our audit of the standalonefinancial statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters.
We have determined that there are no key audit matters to be communicated in ourreport.
Information Other than the Standalone Financial Statements and Auditor's Report thereon
The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Management Discussion and analysisDirectors Report including annexures to Director's report Report on Corporate Governanceand Shareholders information but does not include the standalone financial statements andour auditor's report thereon.
Our opinion on the standalone financial statements does not cover the other informationand we do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements our responsibilityis to read the other information and in doing so consider whether the other informationis materially inconsistent with the standalone financial statements or our knowledgeobtained during the course of our audit or otherwise appears to be materially misstated.Based on the records information and explanation provided we have nothing to report inthis regard.
Management's Responsibility for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Act with respect to the preparation of these standalone financial statementsthat give a true and fair view of the financial position financial performance includingother comprehensive income cash flows and changes in equity of the Company in accordancewith the accounting principles generally accepted in India including the IndianAccounting Standards prescribed under section 133 of the Act read with the companies(Indian Accounting Standards) Rules 2015 as amended (" Ind AS")
This responsibility also includes maintenance of adequate accounting records inaccordance 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 standalone financial statements that give a true and fair view and are free frommaterial misstatements whether due to fraud or error.
In preparing the standalone financial statements management is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company's financialreporting process.
Auditor's Responsibility for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalonefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith
SAs will always detect a material misstatement when it exists. Misstatements can arisefrom fraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these standalone financial statements.
As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the standalone financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.
Obtain an understanding of internal financial controls relevant to the audit in orderto design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act we are also responsible for expressing our opinion on whether thecompany has adequate internal financial controls system in place and the operatingeffectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast the Company's ability to continue asa going concern. If we conclude that a material uncertainty significant exists we arerequired to draw attention in our auditor's report to the related disclosures in thestandalone financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor's report. However future events or conditions may cause the Company to cease tocontinue as a going concern.
Evaluate the overall presentation structure and content of the standalone financialstatements including disclosures and whether the standalone financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.
Materiality is the magnitude of misstatements in the standalone financial statementsthat individually or in aggregate makes it probable that the economic decisions of areasonable knowledgeable user of the standalone financial statements consider quantitativeand qualitative factors in (i) planning the scope of our audit work and inmaybeinfluenced. evaluating the results of our work; and (ii) to evaluate the effect ofany identified misstatements in the standalone financial statements.
We communicate with those charged with governance regarding among other matters theplanned scope and timing control that we identify during oftheauditand significant ouraudit.
We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.
From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the standalone financial statementsof the current period and are therefore the key audit matters. We describe these mattersin our auditor's report unless law or regulation precludes public disclosure about thematter or when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.
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 section 143(11) of the Act we givein "Annexure A" a statementonthemattersspecifiedin paragraphs 3 and 4 of theOrder.
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 purpose 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 Standalone Balance Sheet Standalone Statement of Profit and Loss StandaloneStatement of Cash
Flows and Standalone Statement of Changes in Equity dealt with by this Report are inagreement with the books of account;
d. In our opinion theaforesaidstandalonefinancialstatements comply with the Ind ASspecified under Section 133 of the Act read with Companies IND AS rules 2015 as amended.
e. On the basis of written representations received from the directors as on March 312020 and taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2020 from being appointed as a director in terms of Section 164(2) of theAct;
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 B";
g. With respect to the other matters to be included in the Auditor's Report inaccordance with the requirements of section 197(16) of the Act as amended:
As per the information and explanation given to us and on the basis of our examinationof the records managerial remuneration has been paid or provided as specified by theprovisions of section 197 read with
Schedule V to the Act.
h. 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 as amended in our opinion and to the bestof our information and according to the explanations given to us:
i) As informed the Company does not have any pending litigation which would impact itsfinancial position. Refer Note 30 to the standalone financial statements;
ii) The Company did not have 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.
For S.S. Kothari Mehta & Co
Firm's Registration No. 000756N
Membership No. 095960
Place: Delhi Date: 30th June 2020
"Annexure A" To The Independent Auditor's Report To The Members Of AdvanceMetering Technology Limited Report on the matters specified in paragraph 3 of theCompanies (Auditor's Report) Order 2016 ("the Order") issued by the CentralGovernment of India in terms of section 143(11) of the Companies Act 2013 ("theAct") as referred to in paragraph 1 of "Report on Other Legal and RegulatoryRequirement's " section
(i) (a) The company is maintaining proper records showing full particulars includingquantitative details and situation of property plant and equipment (fixed assets);
(b) The company has physically verified these fixed assets as per its program ofphysical verification that cover every item of fixed assets over a period of three years.No material discrepancies were noticed on such verification;
(c) The Title deeds of immovable property are held in the name of the Company asverified from photocopies of original title deeds. Some of the original title deeds arepledged with banks as security against term loans which are certified by the management;
(ii) The physical verification of inventory has been conducted at reasonable intervalsby the Management. No material discrepancies were noticed on such physical verification.
(iii) The Company has granted unsecured loan to party covered in the registermaintained under section 189 of the Companies Act 2013;
(a) In our opinion the terms and conditions of the grant of such loans are notprejudicial to the company's interest; (b) & (c) The schedule of repayment ofprincipal and payment of interest has been stipulated and the repayments or receipts areregular. There is no overdue amount in respect of said loans;
(iv) In our opinion and according to the information and explanation given to usprovisions of sections 185 and 186 of the Act as applicable in respect loans toDirectors including entities in which they are interested and in respect of loans andadvances given investments made and guarantees given have been complied with by thecompany;
(v) In our opinion and according to the information and explanation given to us theCompany has not accepted any deposits from the public within the meaning of section ofdirectives issued by the Reserve Bank of India and provisions of sections 73 to 76 or anyother relevant provisions of the Companies Act 2013 and the rules framed thereunder;
(vi) We have broadly reviewed the books and records required to be maintained duringthe year as specified Central Government under sub-section (l) of section 148 of companiesAct 2013 and we are of the opinion that prima facie the prescribed accounts and recordsare being maintained; We have not however made a detailed examination of same;
(vii) (a) According to the information and explanations given to us and the records ofthe Company examined by us in our opinion the Company is generally regular in depositingundisputed statutory dues in respect of provident fund investor education and protectionfund employees' state insurance income tax customs duty Goods and Services Tax Cessand other material statutory dues as applicable with the appropriate authorities. Furtherthere were no undisputed amounts outstanding at year end for a period of more than sixmonths from the date they became payable;
(b) According to the information and explanations given to us and the records of theCompany examined by us there are no dues of income tax custom duty Goods and ServiceTax Cess and other material statutory dues which have not been deposited on account ofany dispute;
(viii) According to the records of the Company examined by us and the information andexplanations given to us the Company has not defaulted on repayment of loans to bank andfinancial institutions. The Company has neither taken loan from the Government nor has itissued any debentures;
(ix) As per the information and explanation given to us and on the basis of ourexamination of the records the company has not raised any money by way of initial publicoffer further publicofferduringthefinancialyear. Term loans were applied for the purposefor which those are raised;
(x) According to the information and explanations given to us no fraud by the Companyor fraud on the Company by its officers or employees has been noticed or reported duringthe year;
(xi) In our opinion and according to the information and explanation given to usmanagerial remuneration has been paid or provided as specified by the provisions ofSection 197 of theAct read with Schedule V to the Act;
(xii) In our opinion and according to the information and explanation given to us thecompany is not a Nidhi Company therefore clause
(xii) of paragraph 3 of the order is not applicable to the company;
(xiii) As per the information and explanation given to us and on the basis of ourexamination of the records the company has transacted with the related parties which arein compliance with section 177 and section 188 of Companies Act 2013 and the details havebeen disclosed in the standalone financial statements as required by the Ind AS 24 RelatedParty Disclosures - Refer note no. 33 to the standalone financial statements;
(xiv) According to the information and explanations given to us and overall examinationof the books of account the
Company has not made any preferential allotment or private placement of shares or fullyor partly convertible debentures during the year and hence not commented upon;
(xv) 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 transactionswith directors or persons connected with him as referred to in section 192 of the Act.Accordingly clause (xv) of paragraph 3 of the order is not applicable to the company;
(xvi) In our opinion and on the basis of information and explanations given to us thecompany is not required to be registered under section 45-IA of the Reserve Bank of IndiaAct 1934.
For S.S. Kothari Mehta & Co
Firm's Registration No. 000756N
Membership No. 095960
Place: Delhi Date: 30th June 2020
"Annexure B" To The Independent Auditor's Report To The Members Of AdvanceMetering Technology
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act") as referred to in paragraph 2(f) ofReport on Other Legal and Regulatory Requirements' section
We have audited the internal financial controls over financial reporting of AdvanceMetering Technology Limited ("the Company") as at March 31 2020 in conjunctionwith our audit of the standalone financial statements of the Company for the year ended onthat date.
Management's Responsibility for Internal Financial Controls
The Company's management is responsible for establishing and maintaining internalfinancialcontrols based on "the internal control over financialreporting 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". These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired 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 Financial
Reporting (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 of Internal Financial Controls and both issued by theInstitute of Chartered Accountants of India. Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtain controlsover financial reporting was established reasonableassuranceaboutwhetheradequate internalfinancial 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. included obtaining an understanding of internal financialOurauditofinternalfinancial controls over financial reporting assessing the risk that amaterial weakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The procedures selecteddepend on the auditor's judgment including the assessment of the risks of materialmisstatement of the standalone 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 standalone financial statements for external purposes in accordance withgenerally accepted accounting principles. A company's internal financial control overreporting 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 standalone financial statements in accordance with generally expendituresof the company are being made only in accordance with authorisations of management anddirectors of the company; and
c) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the company's assets that could have amaterial effect on the standalone financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls collusion orimproper management override of controls material misstatements due to error or fraud mayoccur and not be detected. Also projections of any evaluation of the internal financialcontrols over financial reporting to future periods are subject to the risk that theinternal financial control over financial reporting may become inadequate because ofchanges in conditions or that the degree of compliance with the policies or proceduresmay deteriorate.
In our opinion based on records the Company has in all material respects an adequateinternal financial controls system over financial reporting and such internal controlsover financial reporting were generally operating effectively as at March 31 2020 basedon the "internal control over financial considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial
Controls over Financial Reporting issued by the Institute of Chartered Accountants ofIndia".
For S.S. Kothari Mehta & Co
Firm's Registration No. 000756N
Membership No. 095960
Date: 30th June 2020