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CG Power & Industrial Solutions Ltd.

BSE: 500093 Sector: Engineering
NSE: CGPOWER ISIN Code: INE067A01029
BSE 15:14 | 19 Mar 46.50 1.90
(4.26%)
OPEN

44.30

HIGH

46.95

LOW

44.30

NSE 15:04 | 19 Mar 46.75 2.10
(4.70%)
OPEN

45.25

HIGH

46.85

LOW

44.75

OPEN 44.30
PREVIOUS CLOSE 44.60
VOLUME 2242329
52-Week high 84.70
52-Week low 21.40
P/E 18.90
Mkt Cap.(Rs cr) 2,914
Buy Price 46.45
Buy Qty 2894.00
Sell Price 46.50
Sell Qty 175.00
OPEN 44.30
CLOSE 44.60
VOLUME 2242329
52-Week high 84.70
52-Week low 21.40
P/E 18.90
Mkt Cap.(Rs cr) 2,914
Buy Price 46.45
Buy Qty 2894.00
Sell Price 46.50
Sell Qty 175.00

CG Power & Industrial Solutions Ltd. (CGPOWER) - Auditors Report

Company auditors report

TO

THE MEMBERS OF

cg power and industrial solutions limited

(formerly known as crompton greaves limited)

Report on the Standalone Financial Statements

1. We have audited the accompanying Standalone Financial Statements of CG Power andIndustrial Solutions Limited (formerly known as Crompton Greaves Limited) ("theCompany") which comprise the Balance Sheet as at March

31 2018 the Statement of Profit and Loss (including Other Comprehensive Income) theStatement of Changes in Equity and the Statement of Cash Flows for the year then ended anda summary of the significant accounting policies and other explanatory information(hereinafter referred to as "the Standalone Ind AS Financial Statements").

Management's Responsibility for the Standalone Ind AS 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 Ind AS Financial Statements that give a true and fair view of thefinancial position financial performance including Other Comprehensive Income Cash flowsand Changes in equity of the Company in accordance with the accounting principlesgenerally accepted in India including the Indian Accounting Standards specified undersection 133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015as amended.

3. This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments 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

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

5. 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 thereunder.

6. We conducted our audit of the Standalone Ind AS Financial Statements in accordancewith the Standards on Auditing specified under Section 143(10) of the Act. Those Standardsrequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the Standalone Ind AS Financial Statements are freefrom material misstatement.

7. An audit involves performing procedures to obtain audit evidence about the amountsand the 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 controlrelevant 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'sBoard of Directors as well as evaluating the overall presentation of the Standalone IndAS Financial Statements.

8. 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

9. 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 312018 and its loss (including Other Comprehensive Income) theChanges in Equity and its Cash Flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

10. 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 statement on the matters specified in paragraphs 3 and4 of the Order to the extent applicable.

11. 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 (including Other ComprehensiveIncome) Cash Flow Statement and Statement of Changes in Equity dealt with by this Reportare in agreement with the 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 read with the Companies (Indian AccountingStandards) Rules 2015 as amended;

e) On the basis of the written representations received from the directors as on March312018 taken on record by the Board of Directors none of the directors is disqualifiedas on March 312018 from being appointed as a director in terms of Section 164(2) of theAct;

f) With respect to the adequacy of the internal fi nancial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure B"; and

g) With respect to the other matter to be included in the Auditor's Report inaccordance with Rule 11 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 38 to the StandaloneInd AS Financial Statements);

ii. The Company did not have any long-term contracts for which there were any materialforeseeable losses; and

iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company.

Other Matter

12. The comparative Ind AS financial information of the Company for the year endedMarch 31 2017 included in these Standalone Ind AS financial statements have beenaudited by the previous auditor along with another Arm of Chartered Accountants("previous joint auditors"). The report of the previous joint auditors on thecomparative financial information dated May 26 2017 expressed an unmodified opinion.

K. K. MANKESHWAR & CO.

CHARTERED ACCOUNTANTS

Firm's Registration No. 106009W

by the hand of

ASHWIN MANKESHWAR

PARTNER

Membership No. 046219

Place: Gurgaon

Date: May 30 2018.

ANNEXURE ‘A' REFERRED TO IN THE INDEPENDENT AUDITOR'S REPORT of even date on thestandalone financial STATEMENTS OF CG POWER AND INDUSTRIAL SOLUTIONS LIMITED

i. In respect of its fixed assets:

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

(b) As explained to us these fixed assets have been physically verified by themanagement in accordance with a phased programme of verification which in our opinion isreasonable considering the size of the Company and nature of its assets. The frequency ofphysical verification is reasonable and no material discrepancies were noticed on suchverification.

(c) According to information and explanations given to us the title deeds of immovableproperties are held in name of the Company.

ii. As explained to us inventories have been physically verified by the managementduring the year other than inventory lying with third parties. In our opinion thefrequency of such verification is reasonable. The discrepancies noticed on suchverification which were not material have been properly dealt with in the books ofaccount.

iii. According to the information and explanations given to us the Company has notgranted any loans secured or unsecured to firms limited liability partnerships or otherparties covered in the register maintained under section 189 of the Act. The Company hasgranted unsecured loans to companies covered in the register maintained under Section 189of the act:

(a) the terms and conditions are not prejudicial to the interests of the Company;

(b) the receipts of principal amounts and interest have been regular/as perstipulations; and

(c) there are no overdue amounts for more than ninety days.

iv. According to the information and explanations given to us the Company has compliedwith the provisions of Sections 185 and 186 of the Act in respect of grant of loansmaking investments providing guarantees and securities.

v. According to the information and explanations given to us the Company has notaccepted any deposits from the public during the year. Accordingly the paragraph 3(v) ofthe Order is not applicable to the Company.

vi. We have broadly reviewed the books of accounts and records maintained by theCompany specified by the Central Government for the maintenance of cost records undersection 148(1) of the Act with respect to its manufacturing activities and are of theopinion that prima facie the prescribed accounts and records have been made andmaintained. The contents of these accounts and records have not been examined by us.

vii. (a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company amount deducted/accrued in the books ofaccount in respect of undisputed statutory dues including provident fund employees' stateinsurance income tax duty of customs duty of excise sales tax value added tax entrytax service tax cess goods and services tax and any other statutory dues have generallybeen regularly deposited with the appropriate authorities.

According to the information and explanations given to us no undisputed amount payablein respect of provident fund employees' state insurance income tax sales tax servicetax duty of customs duty of excise value added tax goods and services tax cess andother material statutory dues were in arrears as at March 31 2018 for a period of morethan six months from the date they became payable.

(b) According to the information and explanations given to us and the records examinedby us the particulars of income tax sales tax service tax duty of customs duty ofexcise and value added taxes at March 31 2018 which have not been deposited on account ofa dispute pending are as under:

Name of the Statute Nature of the disputed dues Amount ' crore* Period to which the amount relates Forum where disputes are pending
Income Tax Act1961 Tax Interest & Penalty 14.64 2011-12 2013- 14 2014- 15 Commissionerate (Appeals)
The Central Excise Act 1944 The Customs Act 1962 and Service Tax under the finance Act 1994 Duty Service tax Interest and Penalty 0.21 2001-02 2002-03 2004-05 to 2007-08 High Court
7.87 1991-92 1999-2000 to 2014-15 CESTAT/Tribunal
18.80 2002-03 to 2017-18 Commissionerate (Appeals)
The Central Sales Tax Act 1956 Local Sales Tax Acts and Works Contract Tax Act Tax Interest and Penalty 1.14 1989-90 1991-92 1996-97 1999-2000 2006-07 High Court
44.92 1992-93 1994-95 1996-97 2000-01 to 2003-04 2005-06 to 2008-09 2011-12 2014-15 CESTAT/Tribunal
163.18 1997-98 to 1999-2000 2001-02 to 2015-16 Commissionerate (Appeals)

(*net of pre-deposit paid in getting the stay/appeal admitted)

viii. According to information and explanations given to us and as per the records ofthe Company examined by us the Company has not defaulted in repayment of loans orborrowings to banks. The Company has not taken any loans or borrowings from financialinstitutions and Government. The Company has not issued any debentures.

ix. According to information and explanations given to us the Company has not raisedmoney by way of initial public offer or further public offer (including debt instruments).In our opinion and according to the explanations given to us on an overall basis theterm loans were applied for the purposes for which those were raised.

x. During the course of our examination of the books and records of the Company carriedout in accordance with generally accepted auditing practices in India and according to theinformation and explanations given to us we have neither come across any fraud by theCompany or any fraud on the Company by its officers or employees noticed or reportedduring the year nor have we been informed of such case by the management.

xi. According to information and explanations given to us the managerial remunerationhas been paid or provided for in accordance with the approvals mandated by the provisionsof section 197 read with Schedule V to the Act.

xii. According to information and explanations given to us the Company is not a NidhiCompany. Accordingly the paragraph 3(xii) of the Order is not applicable to the Company.

xiii. According to information and explanations given to us all transactions with therelated parties are in compliance with Sections 177 and 188 of the act where applicableand the relevant details have been disclosed in the Standalone Ind AS Financial Statementsas required by the applicable Indian Accounting Standards.

xiv. According to information and explanations given to us the Company has not madeany preferential allotment or private placement of shares or fully or partly convertibledebentures during the year. Accordingly the Paragraph 3(xiv) of the order is notapplicable to the Company.

xv. According to information and explanations given to us the Company has not enteredinto any non-cash transactions with directors or persons connected with him during theyear.

Accordingly the Paragraph 3(xv) of the Order is not applicable to the Company.

xvi. According to information and explanations given to us the Company is not requiredto be registered under section 45-IA of the Reserve Bank of India Act 1934.

K. K. MANKESHWAR & CO.

CHARTERED ACCOUNTANTS

Firm's Registration No. 106009W

by the hand of

ASHWIN MANKESHWAR

PARTNER

Membership No. 046219

Place: Gurgaon

Date: May 30 2018.

ANNEXURE ‘B' REFERRED TO IN THE INDEPENDENT AUDITOR'S REPORT of even date on thestandalone financial STATEMENTS OF CG POWER AND INDUSTRIAL SOLUTIONS LIMITED

1. We have audited the internal financial controls over financial reporting of CGPower and Industrial Solutions Limited (formerly known as Crompton Greaves Limited) ("theCompany") as of March 312018 in conjunction with our audit of the Standalone Ind ASFinancial Statements of the Company for the year ended on that date.

Management's 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 Reporting (the"Guidance Note") issued by the Institute of Chartered Accountants of India(ICAI). These responsibilities include the design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theorderly and efficient conduct of its business including adherence to Company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013 (the"Act").

Auditor's Responsibility

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 and the Standards on Auditing issued by the Institute of CharteredAccountants of India (ICAI) and deemed to be prescribed under Section 143(10) of the Actto the extent applicable to an audit of internal financial controls both applicable to anaudit of Internal Financial Controls and both issued by the ICAI. Those Standards and theGuidance Note require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether adequate internal financial controlsover financial 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 judgement including the assessment of the risks ofmaterial misstatement of the Standalone Ind AS Financial Statements whether due to fraudor 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: (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of FinancialStatements in accordance with generally accepted accounting principles and that receiptsand expenditures 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

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.

Opinion

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 as at March 312018 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note issued by theInstitute of Chartered Accountants of India (ICAI).

K. K. MANKESHWAR & CO.

CHARTERED ACCOUNTANTS

Firm's Registration No. 106009W

by the hand of

ASHWIN MANKESHWAR

PARTNER

Membership No. 046219

Place: Gurgaon

Date: May 30 2018.