To the Members of
ASM TECHNOLOGIES LIMITED
Report on Audit of the Standalone Financial Statements Opinion:
We have audited the standalone Ind AS financial statements of ASM Technologies Limited("the Company") which comprise of balance sheet as at March 31 2019 thestatement of profit & loss statement of changes in equity the cash flow statementfor the year then ended and notes to Ind AS financial statements including a summary ofsignificant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone Ind AS financial statements give the informationrequired by the Act in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India of the state of affairs of theCompany as at March 31 2019 profit changes inequity and its cash flows for the yearended on that date.
Basis of Opinion:
We conducted our audit in accordance with the Standards on Auditing ("SAs")specified under section143(10) of the Companies Act 2013 ("the Act"). Ourresponsibilities under those Standards are further described in the Auditor'sResponsibilities for the Audit of the Financial Statements section of our report. We areindependent of the Company in accordance with the Code of Ethics issued by the Instituteof Chartered Accountants of India together with the ethical requirements that are relevantto our audit of the Ind AS financial statements under the provisions of the Act and theRules there under and we have fulfilled our other ethical responsibilities in accordancewith these 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.
Key Audit Matters:
Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the Ind AS financial statements for the financial year endedMarch 31 2019. These matters were addressed in the context of our audit of the Ind ASfinancial statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters. For each matter below our description of how ouraudit addressed the matter is provided in that context.
We have determined the matters described below to be the key audit matters to becommunicated in our report. We have fulfilled the responsibilities described in theAuditor's responsibilities for the audit of the Ind AS financial statements section of ourreport including in relation to these matters. Accordingly our audit included theperformance of procedures designed to respond to our assessment of the risks of materialmisstatement of the Ind AS financial statements. The results of our audit proceduresincluding the procedures performed to address the matters below provide the basis for ouraudit opinion on the accompanying Ind AS financial statements.
|Key audit matters ||How our audit addressed the key audit matter |
|Adoption of Ind AS 115 - Revenue from Contract with Customers as described in note 2 i. and note 17 of the financial statements: |
|The Company has adopted Ind AS 115 - Revenue from Contracts with Customers mandatory for reporting periods beginning on or after April 12018. |
Application of Ind AS 115 including selection of transition method involves significant judgment in determining when 'control' of the goods or services underlying the performance obligation is transferred to the customer and the transition method to be applied.
As the revenue recognition due to the significance of the balance to the financial statements as a whole we regard this as a key audit matter.
|As part of our audit procedures our procedures included the |
- We have read the accounting policy for revenue recognition and assessed compliance of the policy in terms of principles enunciated under Ind AS 115.
- We obtained and understood the revenue recognition process including determination of point of transfer of control and completion of performance obligation.
- We performed test of details on a sample basis and examined the underlying customer contracts.
- We examined the disclosures made by management in compliance with the requirements of Ind AS 115.
Our procedures did not identify any material exceptions.
Other Information ["Information Other than the Financial Statements and Auditor'sReport Thereon"]
The Company's Board of Directors are responsible for the other information. The otherinformation comprises the information included in the board report but does not includethe financial statements and our auditor's report thereon.
Our opinion on the financial statements does not cover the other information and we donot express any form of assurance conclusion thereon.
In connection with our audit of the financial statements our responsibility is to readthe other information and in doing so consider whether the other information ismaterially inconsistent with the financial statements or our knowledge obtained in theaudit or otherwise appears to be materially misstated. If based on the work we haveperformed we conclude that there is a material misstatement of this other information weare required to report that fact. We have nothing to report in this regard.
In connection with our audit of the financial statements our responsibility is to readthe other information identified above when it becomes available and in doing soconsider whether the other information is materially inconsistent with the Ind ASfinancial statements or our knowledge obtained in the audit or otherwise appears to bematerially misstated.
Management's Responsibility for Standalone Ind AS 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 Ind AS financialstatements that give a true and fair view of the financial position financialperformance changes inequity and cash flows of the Company in accordance with 6 theaccounting principles generally accepted in India including the accounting standardsspecified under section 133 of the Act. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingof the assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate implementation and maintenance ofaccounting 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 Ind AS financial statementthat give a true and fair view and are free from material misstatement whether due tofraud or error.
In preparing the financial statements management is responsible for assessing theCompany's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so.
Those Board of Directors are also responsible for overseeing the Company's financialreporting process.
Auditor's Responsibilities for the Audit of the standalone Ind AS Financial Statements:
Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud 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 financial statements.
As part of an audit in accordance with SAs we exercise professional judgement andmaintain professional scepticism through the audit. We also:
i Identify and assess the risks of material misstatement of the standalone Ind ASfinancial statements whether due to fraud or
error design and perform audit procedures responsive to those risks and obtain auditevidence that is sufficient and appropriate to provide a basis for our opinion. The riskof not detecting a material misstatement resulting from fraud is higher than for oneresulting from error as fraud may involve collusion forgery intentional omissionsmisrepresentations or the override of internal control.
i Obtain an understanding of internal control relevant to the audit in order to designaudit procedures that are appropriate in the
circumstances. Under section 143(3)(i) of the Act we are also responsible forexpressing our opinion on whether the company has adequate internal financial controlssystem in place and the operating effectiveness of such controls.
i Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management.
i Conclude on the appropriateness of management's use of the going concern basis ofaccounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the ability ofthe Company to continue as a going concern. If we conclude that a material uncertaintyexists we are required to draw attention in our auditor's report to the relateddisclosures in the standalone financial statements or if such disclosures are inadequateto modify our opinion. Our conclusions are based on the audit evidence obtained up to thedate of our auditor's report. However future events or conditions may cause the Companyto cease to continue as a going concern.
i Evaluate the overall presentation structure and content of the consolidatedfinancial statements including the disclosures and whether the consolidated financialstatements represent the underlying transactions and events in a manner that achieves fairpresentation.
We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.
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.
Report on Other Legal and Regulatory Requirements:
As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms
of sub-section (11) of section 143 of the Companies Act 2013 we give in the Annexure- A a statement on the matters specified in paragraphs 3 and 4 of the Order to the extentapplicable.
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 the Statement of Profit and Loss and the Cash Flow Statementdealt with by this Report are in agreement with the books of account.
d) In our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act.
e) On the basis of the written representations received from the directors as on March312019 taken on record by the Board of Directors none of the directors is disqualifiedas on March 312019 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 Rule11 of the Companies (Audit
and Auditors) Rules 2014 in our opinion and to the best of our information andaccording to the explanations given to us:
i) The Company has disclosed its pending litigations which would impact its financialposition in note of the Standalone
Ind AS financial statements.
ii) The Company did not have any long-term contracts as required under the applicablelaw or accounting standards and also not entered into any derivative contractsaccordingly no provision is required to be made in respect of material foreseeable losses.
iii) There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.
For B.K.RAMADHYANI& CO LLP Chartered Accountants Firm Registration No.002878S/S200021
Date : 18.05.2019 (CA C R Deepak)
Place: Bangalore Partner
Membership No. 215398
ANNEXURE - A TO THE AUDITORS' REPORT
REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING "REPORT ON OTHER LEGAL AND REGULATORYREQUIREMENTS" OF OUR REPORT TO THE MEMBERS OF ASM TECHNOLOGIES LIMITED.
(1) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation
of Property Plant & Equipment ("PPE").
(b) The management during previous year has physically verified all the PPE. We havebeen informed by the management that no material discrepancies were observed and theprogramme of such verification in our opinion is at reasonable intervals.
(c) According to the information and explanation given to us by the Company title deedof all immovable properties are held in the name of the Company.
(2) The Company doesn't have any Inventories during the year.Accordingly clause 3 (ii)of the Order is not applicable.
(3) The Company has not granted any loans to the parties covered in the registermaintained under section 189 of the Act. Accordingly clause 3(iii) of the Order is notapplicable.
(4) In our opinion and according to information and explanation furnished to us theCompany has complied with the provisions of section 185 and 186 of the Act for investmentsand guarantees given during the year.
(5) The Company has not accepted any deposits as applicable under the directives issuedby the Reserve Bank of India and the provisions of sections 73 to 76 or any otherprovisions of the Act and rules framed under. Accordingly the provisions of clause 3(v)of the said Order are not applicable.
(6) To the best of our knowledge and explanations given to us the Central Governmenthas not prescribed the maintenance of cost records under clause (d) of sub-section (1) ofsection 148 of the Act as the Company is not engaged in any manufacture of the goods.Accordingly the provisions of clause 3(vi) of the said Order are not applicable.
(7) (a) According to the records of the Company the Company is generally regular indepositing undisputed statutory
dues including provident fund employees' state insurance goods and service taxcustoms duty cess and any other statutory dues to the appropriate authorities as at March31 2019barring certain delays in certain months. There are no undisputed statutory duesexceeding six months from the due date of payment as at March 31 2019.
b) According to the records of the Company and according to the information andexplanation given to us there are certain dues outstanding on account of any disputes inrespect of income tax service tax customs duty or excise duty or value added tax are asunder:
|Name of the statute ||Nature of dues ||Amount (Rs. In million) ||Period to which the amount relates ||Forum where dispute is pending |
|The Finance Act 1994 ||Service Tax ||15.89 ||June 16 2005 to September 30 2009 ||CESTAT Bangalore |
| ||Service Tax ||19.63 ||2012 - 13 ||Commissioner of Service Tax (Appeals) |
|The Income Tax Act 1961 || |
Tax on transfer price adjustment
|19.20 ||2009 - 10 ||ITAT Bangalore |
|2.40 ||2011 -12 ||ITAT Bangalore |
|9.38 ||2012 - 13 ||ITAT Bangalore |
8. The Company has not defaulted in repayment of loans taken from banks and financialinstitutions. The Company has not borrowed from a government or has issued debentures
9. In our opinion based on the information and explanation given to us the Company hasnot raised any moneys by way of initial public offer or further public offer (includingdebt instruments and term loans. Accordingly the provisions of clause 3(ix) of the saidOrder are not applicable.
10. According to the information and explanation given to us there are no fraudsreported by the Company or any fraud on the Company by its officers or employees has beennoticed or reported during the year. Accordingly the provisions of clause 3(x) of thesaid Order are not applicable.
11. According to the information and explanation given to us the Company haspaid/provided for managerial remuneration in accordance with the requisite approvalsmandated by the provisions of Section 197 read with Schedule V of the Act.
12. The Company is not a Nidhi Company. Accordingly the provisions of clause 3(xii) ofthe said Order are not applicable.
13. In our opinion and according to the information and explanation given to us and asrepresented to us by the management all transactions with the related parties are incompliance with section 177 and 188 of the Act and the details have been disclosed in theInd AS financial statements as required by the applicable accounting standards.
14. The Company has not made any preferential allotment or private placement of sharesor fully or partly convertible debentures during the year under review. Accordingly theprovisions of clause 3(xiv) of the said Order are not applicable.
15. As represented to us by the management and according to the information andexplanation given to us the Company has not entered into any non-cash transactions withdirectors or persons connected with him. Accordingly the provisions of clause 3(xv) ofthe said Order are not applicable.
16. According to the information and explanation given the Company is not required tobe registered under section 45-IA of the Reserve Bank of India Act 1934. Accordinglyclause 3(xvi) of the Order is not applicable to the Company.
| ||For B.K. RAMADHYANI & CO LL Chartered Accountants Firm Registration No. 002878S/S200021 |
|Date :18.05.2019 ||(CA C R Deepak) |
|Place: Bangalore ||Partner |
Membership No. 215398
ANNEXURE - B TO THE AUDITORS' REPORT
REFERRED TO IN PARAGRAPH 2 (f) UNDER THE HEADING "REPORT ON OTHER LEGAL ANDREGULATORY REQUIREMENTS" OF OUR REPORT TO THE MEMBERS OF ASM TECHNOLOGIES LIMITED.
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 ASMTechnologies Limited ("the Company") as of March 31 2019 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 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 Companies Act 2013 ("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 ICAI and deemedto be prescribed under section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls both applicable to an audit of Internal Financial Controlsand both issued by the Institute of Chartered Accountants of India. Those Standards andthe Guidance Note require that we comply with ethical requirements and plan and performthe audit to obtain reasonable assurance about whether adequate internal financialcontrols over financial reporting was established and maintained and if such controlsoperated 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 auditor's judgement 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 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 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 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.
In our opinion the Company in all material respects has an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2019 based 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 B. K. RAMADHYANI & CO LLP Chartered Accountants Firm Registration No.002878S/S200021
Date : 18.05.2019 (CA C R Deepak)
Place: Bangalore Partner
Membership No. 215398