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GI Engineering Solutions Ltd.

BSE: 533048 Sector: IT
NSE: GISOLUTION ISIN Code: INE065J01016
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NSE 05:30 | 01 Jan GI Engineering Solutions Ltd
OPEN 3.64
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VOLUME 500
52-Week high 4.48
52-Week low 3.19
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 3.64
CLOSE 3.64
VOLUME 500
52-Week high 4.48
52-Week low 3.19
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

GI Engineering Solutions Ltd. (GISOLUTION) - Auditors Report

Company auditors report

TO THE SHAREHOLDERS OF GI ENGINEERING SOLUTIONS LIMITED

TO

THE MEMBERS OF GI ENGINEERING SOLUTIONS LTD

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of GI ENGINEERINGSOLUTIONS LIMITED ("the Company") which comprise the Balance Sheet as at 31March 2017 the Statement of Profit and Loss and the Cash Flow Statement for the yearthen ended 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 of the Act read with Rule 7 of the Companies(Accounts) Rule 2014. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies; making judgments andestimates that are reasonable and prudent; and design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theaccuracy and completeness of the accounting records relevant to the preparation andpresentation of the financial statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.

Auditor's Responsibility

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 accountingand auditing standards and matters which are required to be included in the audit reportunder the provisions of the Act and the Rules made thereunder.

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 thereunder. We conductedour audit of the standalone financial statements in accordance with the Standards onAuditing specified under Section 143(10) of the Act. Those Standards and pronouncementrequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the financial statements are free from materialmisstatement. An audit involves performing procedures to obtain audit evidence about theamounts and the disclosures in the standalone financial statements. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error. Inmaking those risk assessments the auditor considers internal financial control relevantto the Company's preparation of the standalone financial statements that give a true andfair view in order to design audit procedures that are appropriate in the circumstances.An audit also includes evaluating the appropriateness of the accounting policies used andthe reasonableness of the accounting estimates made by the Company's Directors as well asevaluating the overall presentation of the standalone financial statements. We believethat the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our audit opinion on the standalone financial statements.

Opinion

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 Companyas at 31 March 2017 and its loss and its cash flows for the year ended on that date.

Emphasis of Matter

We draw attention to Note No. 25 as regards to the application made by the wholly ownedsubsidiary for voluntary winding up; pursuant to this event the company has made provisionfor diminution in value of this investment as on March 31 2017. The same has been shownas exceptional item in Statement of Profit & Loss. Our opinion is not modified inrespect of this matter.

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 sub-section (11) of Section 143 of theAct (hereinafter referred to as the "Order") and on the basis of such checks ofthe books and records of the Company as we considered appropriate and according to theinformation and explanations given to us we give in the Annexure A statement on thematters specified in paragraphs 3 and 4 of the Order; 2. As required by Section 143 (3) ofthe Act based on our audit we report to the extent applicable that: (a) We have soughtand obtained all the information and explanations which to the best of our knowledge andbelief were necessary for the purposes of our audit. (b) In our opinion proper books ofaccount as required by law have been kept by the Company so far as it appears from ourexamination of those books. (c) The Balance Sheet the Statement of Profit and Loss andthe Cash Flow Statement dealt with by this Report are in agreement with the relevant booksof account.

(d) In our opinion the aforesaid standalone financial statements comply with theAccounting Standards prescribed under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014 (e) On the basis of the written representations receivedfrom the directors as on 31 March 2017 taken on record by the Board of Directors none ofthe directors is disqualified as on 31 March 2017 from being appointed as a director interms of Section 164 (2) of the Act. (f) With respect to the adequacy of the internalfinancial controls over financial reporting of the Company and the operating effectivenessof such controls refer to our separate report in "Annexure B"; and

(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 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 financial statements – Refer Note 17 to the financialstatements. ii. The Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses. iii. There were no amountswhich were required to be transferred to the Investor Education and Protection Fund bythe Company during the year ended March 31 2017. iv. The company has provided requisitedisclosures in its standalone financial statements as regards its holding and dealings inSpecified Bank Notes as defined in the Notification S.O. 3407(E) dated the 8th November2016 of the Ministry of Finance during the period from 8th November 2016 to 30th December2016.Based on audit procedures performed and the representations provided to us by themanagement we report that the disclosures are in accordance with the books of accountmaintained by the company.

For DIXIT DATTATRAY & ASSOCIATES Chartered Accountants (Firm RegistrationNo.102665W)

(D.B. Dixit)
(Proprietor)
MumbaiMay 30 2017 (Membership No. 40032)

ANNEXURE 'A'

TO THE INDEPENDENT AUDITORS' 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 maintainedproper records showing full particulars including quantitative details and situation offixed assets. (b) The fixed assets have been physically verified by the management as pera phased program of verification. In our opinion the frequency of verification isreasonable having regard to the size of the Company and the nature of its assets. Thediscrepancies reported on verification were not material and have been properly dealt within the books of accounts.

(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) The Company is a service company primarily rendering computer based services inthe area of Geospatial Information System (GIS). Accordingly it does not hold anyphysical inventories. Thus paragraph 3(ii) of the Order is not applicable to the Company.

(iii) The Company has not granted any loans secured or unsecured to companies firmslimited liability partnerships or other parties covered in the register maintained undersection 189 of the Companies Act 2013 (‘the Act').Accordingly paragraph3(iii)(a)(b) and (c) of the Order are not applicable to the Company.

(iv) In our opinion and according to the information and explanations given to us theCompany has not granted any loans or made any investments or provided any guarantees orsecurities to the parties covered under section 185 and 186 of the Act. Therefore theprovision of Clause 3(iv) of the said Order are not applicable to the Company.

(v) In our opinion and according to the information and explanations given to us theCompany has not accepted deposits as per the directives issued by the Reserve Bank ofIndia under the provisions of Section 73 to 76 or any other relevant provisions of the Actand the Rules framed there under. Accordingly the provisions of paragraph 3(v) of theOrder are not applicable to the Company.

(vi) The Central Government has not prescribed the maintenance of cost records undersection 148(1) of the Act for any of the services rendered by the Company. Therefore theprovisions of paragraph 3(vi) of the Order are not applicable to the company.

(vii) In respect of statutory dues:

(a) According to the records of the Company undisputed statutory dues includingprovident fund employees' state insurance income-tax sales-tax wealth tax servicetax duty of customs duty of excise value added tax cess and any other statutory dueshave been generally regularly deposited with appropriate authorities. Based on theinformation and explanations given to us and records of the company examined by us noundisputed amounts payable in respect of the aforesaid dues were outstanding as at 31stMarch 2017 for a period of more than six months from the date of it becoming payable.

(b) According to the records of the Company the dues outstanding of income tax salestax Service Tax customs duty wealth tax excise duty and cess which have not beendeposited as at March 31 2017 on account of any dispute are given below :

Statute and nature of dues Assessment Year Amount (` in lacs) Forum where dispute is pending
Income Tax 2009-10 3.78 DCIT
Act 1961
Income Tax 2011-12 14.38 DCIT
Act 1961

(viii) In our opinion and according to the information and explanations given to usthe Company has not have any borrowing from any financial institutions banks andgovernment nor has it issued any debentures as at balance sheet date the provisions ofClause 3(viii) of the Order are not applicable to the Company.

(ix) The Company did not raise any money by way of initial public offer or furtherpublic offer (including debt instruments) during the year under consideration. Accordingto the information and explanation given to us and based on our examination of therecords The company has not raised any term loans accordingly the provision of Clause3(ix) of the Order are not applicable to the Company.

(x) According to the information and explanations given to us and based on our auditwe have not come across any material fraud by the Company or on the Company by itsofficers or employees has been noticed or reported during the year.

(xi) According to the information and explanations give to us and based on ourexamination of the records of the Company No Managerial remuneration has been paid orprovided during the year accordingly the provision of Clause 3(xi) of the Order are notapplicable to the Company.

(xii) In our opinion and according to the information and explanations given to us theCompany is not a nidhi company. Accordingly paragraph 3(xii) of the Order is notapplicable.

(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) According to the information and explanations give to us and based on ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year. Accordingly paragraph 3(xiv) of the Order is not applicable.

(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 paragraph 3(xv) ofthe Order is not applicable.

(xvi) In our opinion and according to 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 DIXIT DATTATRAY & ASSOCIATES Chartered Accountants (Firm RegistrationNo.102665W)

(D.B. Dixit)
(Proprietor)
Mumbai May 30 2017 (Membership No. 40032)

ANNEXURE 'B'

TO THE INDEPENDENT AUDITORS' REPORT

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 GIEngineering Solutions Limited

("the Company") as of 31 March 2017 in conjunction with our audit of thestandalone financial statements of the Company for 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. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Companies Act 2013.

Auditors' 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 the Institute of Chartered Accountants of Indiaand the Standards on Auditing prescribed under Section 143(10) of the Companies Act 2013to the extent applicable to an audit of internal financial controls. 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 judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Company's internal financial controls system overfinancial 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.

Opinion

In our opinion to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at 31st March 2017 based on the internal controlover financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia .

For DIXIT DATTATRAY & ASSOCIATES Chartered Accountants (Firm RegistrationNo.102665W)

(D.B. Dixit) (Proprietor) (Membership No. 40032)

Mumbai May 30 2017