Dion Global Solutions Ltd.
|BSE: 526927||Sector: IT|
|NSE: FORTISFIN||ISIN Code: INE991C01034|
|BSE 00:00 | 18 May||Dion Global Solutions Ltd|
|NSE 05:30 | 01 Jan||Dion Global Solutions Ltd|
|BSE: 526927||Sector: IT|
|NSE: FORTISFIN||ISIN Code: INE991C01034|
|BSE 00:00 | 18 May||Dion Global Solutions Ltd|
|NSE 05:30 | 01 Jan||Dion Global Solutions Ltd|
TO THE MEMBERS OF DION GLOBAL SOLUTIONS LIMITED
Report on the Standalone Financial Statements
We have audited the accompanying Standalone Financial Statements of Dion GlobalSolutions Limited ("the Company") which comprise the Balance Sheet as at 31stMarch 2017 the Statement of Profit and Loss the Cash Flow Statement for the year thenended and a summary of the significant accounting policies and other explanatoryinformation.
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 Companies Act 2013 ("the Act") with respect to the preparation ofthese Standalone Financial Statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standardsspecified under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014.
This responsibility also includes maintenance of adequate accounting 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 financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.
Our responsibility is to express an opinion on these Standalone Financial Statementsbased on our audit.
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.
We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement. An audit involves performingprocedures to obtain audit evidence about the amounts and the disclosures in the financialstatements. The procedures selected depend on the auditor's judgment including theassessment of the risks of material misstatement of the financial statements whether dueto fraud or error. In making those risk assessments the auditor considers internalfinancial control relevant to the Company's preparation of the 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 financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the standalone financial statements.
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 Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted
in India of the state of affairs of the Company as at 31st March 2017 andits loss and its cash flows for the year ended on that date.
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 the "Annexure A" a statement on the matters specified in paragraphs 3 and 4of the Order.
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 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 read with Rule 7 of theCompanies (Accounts) Rules 2014;
e) On the basis of the written representations received from the directors as on 31stMarch 2017 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2017 from being appointed as a director in termsof Section 164 (2) of the Act;
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 Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigation on its financial positionin its financial statements - Refer Note 20 to the financial statements;
ii. There has been no material foreseeable losses on long-term contracts includingderivative contracts therefore no provision is required;
iii. There were no amounts required to be transferred to the Investor Education andProtection Fund by the Company.
iv. As explained to us and on the basis of the information and explanation provided tous the company has provided requisite disclosures in the financial statements as toholdings as well as dealings in Specified Bank Notes during the period from November 082016 to December 30 2016. Based on audit procedures and relying on the managementrepresentation we report that the disclosures are in accordance with books of accountmaintained by the company and as produced to us by the Management.
Annexure A to the Independent Auditor's Report to the members of Dion Global SolutionsLimited dated 25th May 2017 Report on the matters specified in paragraph 3 ofthe Companies (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 RegulatoryRequirements' section
(i) (a) The Company is maintaining proper records showing
full particulars including quantitative details and situation of fixed assets;
(b) The Company has physical verified these fixed assets as per its program of physicalverification that covers every item of fixed assets over a period of three years. Nomaterial discrepancies were noticed on such verification;
(c) We are unable to comment on Clause (ic) of paragraph 3 of the Order with respect toland of ' 26 lacs being immovable property held by the Company as title deeds thereof arebeing traced by the Company and the same has been written off in the books of current year(refer note no 37 c)
(ii) The Company does not have any inventory as defined in Accounting Standard (AS) 2Valuation of Inventories'. Accordingly clause (ii) of Paragraph 3 of the Order isnot applicable to the Company;
(iii) The Company has granted loans secured or unsecured to companies firms LimitedLiability Partnerships or other parties covered in the register maintained under Section189 of the Companies Act 2013. With respect to the said loans we have to state that:
(a) In our opinion the terms and conditions of the grant of such loans are notprejudicial to the company's interest;
(b) The schedule of repayment of principal and payment of interest has been stipulatedand the repayments or receipts are regular;
(c) The total interest amount overdue for more than ninety days is Nil;
(iv) The Company has not granted any loan to Directors in terms of Section 185 of theCompanies Act 2013 (Act). Further the Company has complied with the provisions ofSection 186 of the Act in respect of loans investments guarantees and security made;
(v) As per information and explanation provided to us the Company has not accepted anypublic deposits during the year. Further we have not come across any such deposit(s) northe management has reported any such deposit(s) therefore the directives issued by theReserve Bank of India and the provisions of sections 73 to 76 or any other relevantprovisions of the Act and the rules framed there under are not applicable;
(vi) The Company is not required to maintain the cost records under sub-section (1) ofSection 148 of the Companies Act 2013. Accordingly clause (vi) of Paragraph 3 of theOrder is not applicable to the Company;
(vii) (a) The Company is generally regular in depositing undisputed statutory duesincluding Provident Fund Employees' State Insurance Sales Tax Wealth Tax Service TaxDuty of Customs Duty of Excise Value Added Tax Cess and other statutory dues with theappropriate authorities. There are no arrears of outstanding statutory dues as at the lastday of the Financial year concerned for a period of more than six months from the datethey become payable;
(b) The particulars of dues of income tax or sales tax or service tax or duty ofcustoms or duty of excise or value added tax have not been deposited on account of anydispute are as under:
* The full amount is deposited by way of 50% cash and balance 50% is secured by way ofbank guarantee @ The CESTAT Bangalore after hearing has allowed stay of demand on depositof Rs 50.00 lacs that has been deposited by the Company.
(viii) The Company has delayed in repayment of one instalment of a term loan toIndusInd Bank amounting to ' 16.67 Crores which was due for payment as on 31stMarch 2017 however it has been paid on 08th May 2017 (refer note no 4.1) .There is no loan or borrowing from any financial institutions or government. The Companyhas not issued any debentures;
(ix) The Company did not raise any money by way of initial public offer or furtherpublic offer (including debt instruments) during the year. No term loans were raisedduring the year;
(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) According to the information and explanation given tous and based on ourexamination of the records of the Company the Company has not paid or provided for themanagerial remuneration hence clause (xi) of Paragraph 3 of the order is not applicable tothe company;
(xii) The Company is not a Nidhi Company hence clause (xii) of Paragraph 3 of theOrder is not applicable to the Company;
(xiii) According to the information and explanations given to us and based on ourexamination of the records of the company transactions with the 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) The Company has not made any preferential allotment orprivate placement of sharesor fully or partly convertible debentures during the year under review;
(xv) According to the information and explanations given to us and based on ourexamination of the records of the company the company has not entered into non-cashtransactions with directors or persons connected with him. Accordingly clause (xv) ofParagraph 3 of the Order is not applicable;
(xvi) The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934;
Annexure B to the Independent Auditor's Report to the members of Dion Global SolutionsLimited dated 25th May 2017 Report on the Internal Financial Controls underClause (i) of Subsection 3 of Section 143 of the Companies Act 2013 ("the Act")as referred to in paragraph 2(f) of Report on Other Legal and RegulatoryRequirements' section
We have audited the internal financial controls over financial reporting of DION GLOBALSOLUTIONS LIMITED ("the Company") as of March 31 2017 in conjunction with ouraudit of the Standalone 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" (ICAI). Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required underthe 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 accordance with the Guidance Note on Audit of InternalFinancial Controls Over Financial Reporting (the "Guidance Note") and theStandards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) ofthe Act to the extent applicable to an audit of internal financial controls bothapplicable to an audit of Internal Financial Controls and both issued by the ICAI. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system overfinancial reporting and theiroperatingeffectiveness.
Our audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the riskthat a material 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 judgement including the assessment of the risks of materialmisstatement 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 systemoverfinancial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A company's internal financial control overfinancial reporting is a process designed toprovide 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 overfinancialreporting includes those policies and procedures that:
a) pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;
b) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorizations of management and directors of the company; and
c) provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition use or disposition of the company's assets that could have amaterial effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
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 controloverfinancial 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 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 31 2017 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 ICAI".