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Cerebra Integrated Technologies Ltd.

BSE: 532413 Sector: Consumer
NSE: CEREBRAINT ISIN Code: INE345B01019
BSE 00:00 | 16 Nov 32.30 1.30
(4.19%)
OPEN

31.30

HIGH

32.55

LOW

31.30

NSE 00:00 | 16 Nov 32.20 1.50
(4.89%)
OPEN

30.10

HIGH

32.20

LOW

30.10

OPEN 31.30
PREVIOUS CLOSE 31.00
VOLUME 31184
52-Week high 73.00
52-Week low 29.45
P/E 16.15
Mkt Cap.(Rs cr) 389
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 31.30
CLOSE 31.00
VOLUME 31184
52-Week high 73.00
52-Week low 29.45
P/E 16.15
Mkt Cap.(Rs cr) 389
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Cerebra Integrated Technologies Ltd. (CEREBRAINT) - Auditors Report

Company auditors report

TO THE MEMBERS OF CEREBRA INTEGRATED TECHNOLOGIES LIMITED

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of CerebraIntegrated Technologies Limited ("the Company") which comprise the BalanceSheet as at 31st March 2018 the Statement of Profit and Loss (including OtherComprehensive Income) the Cash Flow Statement and the Statement of Changes in Equity forthe year ended and a summary of the significant accounting policies and other explanatoryinformation.

Management's Responsibility for the Standalone 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 standalone Ind AS financial statements that give a true and fair view of financialposition financial performance including other comprehensive income cash flows andchanges in equities of the Company in accordance with the accounting principles generallyaccepted in India including the Indian Accounting Standards (Ind AS) prescribed underSection 133 of the Act.

This responsibility also includes maintenance of adequate accounting records inaccordance with provisions of the Act for safeguarding the assets of the Company and forpreventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgements and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the standalone IndAS financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these Standalone Ind AS financialstatements based on our audit.

In conducting our audit we have taken into account the provisions of the Act theaccounting and auditing standards and matters which are required to be included in theaudit report under the provisions of the Act and the Rules made there under.

We conducted our audit of the standalone Ind AS financial statements in accordance withthe Standards on Auditing specified under Section 143(10) of the Act. Those Standardsrequire that we comply with ethical requirement and plan and perform the audit to obtainreasonable assurance about whether the standalone Ind AS financial statements are freefrom material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the standalone Ind AS financial statements. The procedures selecteddepend on the auditor's judgment including the assessment of the risks of materialmisstatement of the standalone Ind AS financial statements whether due to fraud or error.In making those risk assessments the auditor considers internal financial controlsrelevant to the Company's preparation of the standalone Ind AS financial statements thatgive a true 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 standalone Ind ASfinancial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the standalone Ind AS financial statements.

Opinion

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 31st March 2018 and its profit total comprehensive income its cash flowsand changes in equity for the year ended on that date.

Emphasis of Matter

Without qualifying our report we draw attention to the following matters in notes tothe standalone Ind AS financial statements:-

Note 36.1 and 36.2 of the stand alone financial statements relating to capital advancesamounting to Rs. 3223.55/- Lakhs and Note No 36.3 of the stand alone financial statementsrelating to trade receivables amounting to Rs. 2394.28/-Lakhs which are outstanding forsubstantial period raising question over the recoverability of these dues. The managementis confident of recovering the same either in cash or in kind and hence no provision ismade in the accounts.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ( the Order ) issued bythe Central Government in terms of Section 143(11) of the Act we give in Annexure A astatement on the matters specified in paragraph 3 and 4 of the Order.

2. As required by Section 143(3) of the Act based on our audit we report to theextent applicable 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 the Statement of Changes in Equity dealt with by thisReport are in agreement with relevant books of account.

d) In our opinion the aforesaid standalone Ind AS financial statements comply with theInd AS specified under Section 133 of the Act.

e) The matters described in paragraph relating to Emphasis of Matter in our opinion mayhave an adverse effect on the functioning of the company.

f) On the basis of the written representations received from the directors as on 31stMarch 2018 and taken on record by the Board of Directors none of the other directors isdisqualified as on 31st March 2018 from being appointed as a director in terms of Section164 (2) of the Act.

g) With respect to the adequacy of the internal finance controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate report in "Annexure B".

h) With respect to the other matters to be included in the Auditors' Report inaccordance with Rule11 of the Companies (Audit and Auditors) Rules 2014 as amended inour opinion and to the best of our information and according to the explanations given tous:

i. The Company has disclosed the impact of pending litigations on its financialposition in its standalone Ind As financial statements- Refer

Note 36.1 and 36.2 to the Standalone Ind AS financial statements.

ii. The Company has made provisions as required under the applicable law or Ind AS formaterial foreseeable losses if any on long-term contacts. We have been informed that theCompany did not have any pending derivative contacts.

iii. There is no amount due during the year that is required to be transferred to theInvestor Education and Protection Fund by the Company.

iv. The disclosure requirements relating to holdings as well as dealings in specifiedbank notes were applicable for the period from 8th November 2016 to 30th December 2016are not relevant to these standalone Ind AS financial statements. Hence reporting underthis clause is not applicable.

For Ishwar & Gopal

Chartered Accountants

Registration No: 001154S

S Bhaskar
Partner
Membership No. 205977
Place : Bangalore
Date : 30th May 2018

ANNEXURE - A TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 1 under "Report on Other Legal and RegulatoryRequirements' section of our report of even date)

i. a. The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

b. The fixed assets of the Company have been verified by the management during theyear. No material discrepancies were noticed on such verification and the same have beenproperly dealt with in the books of account. In our opinion the periodicity of physicalverification is reasonable having regard to the size of the Company and nature of itsbusiness

c. According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable properties areheld in the name of the company.

ii. a. As per the information and explanation given to us except inventories of ewaste materials all other Inventories have been physically verified during the year bythe management. (Refer Note 9 to the standalone financial statements). In our opinion thefrequency of verification is reasonable. We have been informed that the Company hasinitiated steps for implementing a system for control on receipt issue and stock of ewaste materials and also its physical verification and reconciliation.

b. The discrepancies between the physical stocks and the book records where applicableas noticed on physical verification were not material and have been properly dealt with inthe books of account;

iii. According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has given interest free unsecuredadvances to two parties covered in the register maintained under section 189 of theCompanies Act 2013 amounting to Rs.1106.02/- lakhs.

a. According to the information and explanations given to us and based on the auditprocedures conducted by us we are of the opinion that these advances are prima facieprejudicial to the interest of the Company as the same are interest free in nature.

b. We have been informed that schedule for repayment is not finalized and hence we areunable to express an opinion as to whether the receipt of principal are regular

c. As schedule for repayment is not finalized we are unable to comment as to whetherthere are over dues outstanding for more than ninety days.

iv. According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the advance of Rs. 597.23/- Lakhs tosubsidiaries are in violation of provisions of section 185 of the Companies Act 2013.According to the information and explanations given to us and on the basis of ourexamination of the records of the Company there are no violations under section 186 ofthe Companies Act 2013.

v. According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the Company has not accepted any deposits andhence the requirement of clause 3 (v) of Companies (Auditor's Report) Order 2016 is notapplicable to the Company during the year under review.

vi. We have been informed that maintenance of books of accounts pursuant to the rulesmade by the Central Government under sub-section (1) of Section 148 of the Companies Act2013 for maintenance of Cost records in respect of products of the Company are notapplicable to the Company for the year under review and hence the requirement of clause 3(vi) of Companies (Auditor's Report) Order 2016 is not applicable to the Company duringthe year under review.

vii. a. The Company has been generally regular in depositing with the appropriateauthorities undisputed statutory dues including

Provident Fund Employees' State Insurance Income Tax Sales Tax Service Tax duty ofcustoms duty of excise value added tax cess and other material statutory duesapplicable.

b. There were no undisputed amounts payable in respect of Provident Fund Employees'State Insurance Income Tax Sales Tax

Service Tax duty of customs duty of excise value added tax cess and other materialstatutory dues applicable in arrears as at March 31 2018 for a period of more than sixmonths from the date they became payable except as detailed hereunder.

Name of the Statute Nature of Due Amount in Lakhs Period for which it relates Due Date Date of Payment
Income Tax 1961 Income Tax 9.00/- 2001-02 Various dates Not Paid as on the date of this report
Central Excise Excise Duty 28.09/- 2002-03 Various dates -do-
Act 1944
Income Tax 1961 Advance Tax 87.72/- 2017-18 15th June 2017 -do-
Income Tax 1961 Advance Tax 263.16/- 2017-18 15th September 2017 -do-

c. According to the information and explanation given to us there are no disputedamounts of income tax or sales tax or service tax or duty of customs or duty of excise orvalue added tax or cess which have not been deposited with the relevant authorities onaccount of any dispute

viii. The Company has not defaulted in repayment of dues to banks. The Company does nothave any loans or borrowings from any financial institution Government or Debentureholders during the year.

ix. In our opinion and according to the information and explanations given to usduring the year the Company did not raise any money by way of initial public offer orfurther public offer (including debt instruments) or term loans. Accordingly clause 3(ix) of Companies (Auditor's Report) Order 2016 is not applicable to the Company duringthe year under review.

x. According to the information and explanations given to us no material frauds by theCompany or on the Company by its officers and employees have been noticed or reportedduring the course of the audit.

xi. According to the information and explanations given to us and based on ourexamination of records of the Company the Company has paid / provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofsection 197 read with Schedule V of the Act

xii. In our opinion and according to the information and explanation given to us theCompany is not a nidhi Company. Accordingly clause 3 (xii) of

Companies (Auditor's Report) Order 2016 is not applicable to the Company during theyear under review.

xiii. According to the information and explanation given to us and based on ourexamination of the records of the Company transactions with related parties are incompliance with sections 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the financial statements as required by the applicableaccounting standards.

xiv. According to the information and explanation given to us and based on ourexamination of the records of the Company the Company has made preferential allotment ofshare warrants and shares during the year. The provisions of Sec 42 of the Companies Act2013 have been complied with and the amount raised has been used for the purpose for whichthe funds were raised to the extent required during the period under review. Based on theexplanations provided to us the company has invested the unutilised funds in units ofmutual funds with the approval of the board and the same will be utilised to the purposefor which the funds are raised as and when required.

xv. According to the information and explanation given 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 clause 3 (xv) ofCompanies (Auditor's Report) Order 2016 is not applicable to the Company during the yearunder review.

xvi. According to the information and explanation given to us and based on ourexamination of the records of the Company the Company is not required to be registeredunder section 45-IA of the Reserve Bank of India

For Ishwar & Gopal

Chartered Accountants

Registration No: 001154S

S Bhaskar

Partner

Membership No. 205977

Place : Bangalore

Date : 30th May 2018

Annexure - B TO THE INDEPENDENT AUDITOR'S REPORT

(Refered in Para 2(g) under "Report on Other Legal and Regulatory Requirements'section of our report of even date)

Report on the Internal Financial Controls over financial reporting under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of CerebraIntegrated Technologies Limited ("the Company") as of 31st March 2018 inconjunction with our audit of the standalone Ind AS financial statements of the Companyfor the year ended on that date.

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 ('ICAI'). 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.

Auditor's Responsibility

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") issued by ICAI and the Standards on Auditing prescribedunder Section 143 (10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls. Those Standards and the Guidance Note require that we complywith the 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 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 and financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect 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.

Opinion

According to the information and explanation given to us and based on our audit thefollowing material weakness has been identified as at 31st March 2018.

The Company's internal financial control over advance payment for purchase of fixedassets customer acceptance credit evaluation and establishing customer credit limit forsales were not operating effectively which could potentially result in recognizingrevenue / non provision for bad debts without establishing reasonable certainty ofultimate collection.

A 'material weakness' is a deficiency or a combination of deficiencies in internalfinancial control over financial reporting such that there is a reasonable possibilitythat a material misstatement of the company's annual or interim financial statements willnot be prevented or detected on a timely basis.

In our opinion except for the possible effects of the material weaknesses describedabove on the achievement of the objectives of the control criteria the Company hasmaintained adequate and effective internal financial controls over financial reporting andsuch internal financial controls over financial reporting were operating effectively as ofMarch 31 2018 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.

We have considered the material weaknesses identified and reported above in determiningthe nature timing and extent of audit tests applied in our audit of the March 31 2018standalone financial statements of the Company and the same is reported under emphasis ofmatters in our audit report of even date.

For Ishwar & Gopal

Chartered Accountants

Registration No: 001154S

S Bhaskar

Partner

Membership No. 205977

Place : Bangalore

Date : 30th May 2018