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ICDS Ltd.

BSE: 511194 Sector: Financials
NSE: ICDSLTD ISIN Code: INE613B01010
BSE 05:30 | 01 Jan ICDS Ltd
NSE 05:30 | 01 Jan ICDS Ltd

ICDS Ltd. (ICDSLTD) - Auditors Report

Company auditors report

TO THE MEMBERS OF ICDS LIMITED

Report on the standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statementsof ICDS LIMITED ("the Company") which comprise the Balance Sheet as at March31 2018 the Statement of Profit and Loss (including Other Comprehensive Income) theStatement of Cash Flows and the Statement of Changes In Equity for the year then endedand a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the standalone Ind AS FinancialStatements

The Company's Board of Directors is responsible for the matters statedin Section 134(5) of the Companies Act 2013 ("the Act") with respect to thepreparation of these standalone Ind AS financial statements that give a true and fair viewof the state of affairs (financial position) profit or loss (financial performanceincluding other comprehensive income) cash flows and changes in equity of the Company inaccordance with the accounting principles generally accepted in India including theIndian Accounting Standards ("Ind AS") specified under Section 133 of the Actread with Rule 3 of the Companies (Indian Accounting Standards) Rules 2015 and relevantamendment rules issued thereafter. 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 accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the standalone Ind AS financial statements that give atrue and fair view and are free from material misstatement whether due to fraud or error.Auditor's Responsibility

Our responsibility is to express an opinion on these standalone Ind ASfinancial statements based 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 there-under.

We conducted our audit of the standalone Ind AS financial statements inaccordance with the Standards on Auditing issued by the Institute of CharteredAccountants of India as 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 Ind AS financial statements are free from materialmisstatement.

An audit involves performing procedures to obtain audit evidence aboutthe amounts and the disclosures in the financial statements.

The procedures selected depend on the auditor's judgment including theassessment of the risks of material misstatement of the standalone Ind AS financialstatements whether due to fraud or error. In making those risk assessments the auditorconsiders Internal financial control relevant to the Company's preparation of thestandalone Ind AS financial statements that give a true and fair view in order to designaudit procedures that are appropriate in the circumstances. An audit also Includesevaluating the appropriateness of the accounting policies used and the reasonableness ofthe accounting estimates made by the Company's Directors as well as evaluating theoverall presentation of the standalone Ind AS financial statements.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone Ind AS financial statements give theinformation required by the Act in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India including the Ind ASunder Section 133 of the Act of the state of affairs (financial position) of the Companyas at March 31 2018 and Its profit (financial performance Including other comprehensiveincome) its cash flows and the changes in equity for the year ended on that date.

Other Matter

The comparative financial information of the Company for the year endedMarch 31 2017 and the transition date opening Balance Sheet as at April 01 2016 includedin these standalone Ind AS financial statements are based on the statutory financialstatements prepared in accordance with the Companies (Accounting Standards) Rules 2006and other accounting principles generally accepted in India audited by M/s Chaturvedi& Shah Chartered Accountants (predecessor auditor) whose report for the year endedMarch 31 2017 and March 31 2016 dated May 30 2017 and May 18 2016 respectivelyexpressed an unmodified opinion on those financial statements as adjusted for thedifferences in the accounting principles adopted by the Company on transition to the IndAS which have been audited by us.

Our opinion is not modified in respect 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 of sub-section(11) of Section 143 of the Act we give in the 'Annexure A' a statement on the mattersspecified in the paragraph 3 and 4 of the Order.

2. The Non-Banking Financial Companies Auditor's Report (Reserve Bank)Directions 2016 issued by the Reserve Bank of India (RBI) is not reported in view of thecancellation of Certificate of Registration of Non-Banking Financial Company by theReserve Bank of India on October 92002..

3. As required by Section 143 (3) of the Act we report that:

a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit;

b) In our opinion proper books of account as required by law have beenkept by the Company so far as It appears from our examination of those books;

c) The Balance Sheet the Statement of Profit and Loss (including OtherComprehensive Income) the Statement of Cash Flows and the Statement of Changes in Equitydealt with by this Report are in agreement with the books of account;

d) In our opinion the aforesaid standalone Ind AS financial statementscomply with the Indian Accounting Standards specified under Section 133 of the Act readwith Rule 3 of the Companies (Indian Accounting Standards) Rules 2015 and relevantamendment rules issued thereafter;

e) On the basis of the written representations received from thedirectors as on March 31 2018 and taken on record by the Board of Directors none of thedirectors is disqualified as on March 31 2018 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 overfinancial reporting of the Company and the operating effectiveness of such controls referto our separate report in ‘Annexure B'; and

g) With respect to the other matters to be included in the Auditor'sReport in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 asamended In our opinion and to the best of our information and according to theexplanations given to us:

i. The Company has disclosed the impact of pending litigations on itsfinancial position in its financial

statements - Refer Note No. 38 to the standalone Ind AS financialstatements.

ii. The Company did not have any long term contracts includingderivative contracts for which there were any material foreseeable losses.

iii. During the year the Company has remitted an amount of Rs.16923thousand due to Investor Education and Protection Fund (IEPF) with delay and the balanceamount of Rs.30114 thousands which was due to IEPF on balance sheet date has beenremitted to IEPF before signing of the financial statement for the year ended March 312018. Further an amount of Rs.739 thousands is not remitted to IEPF as the matter beingsubjudlce.

iv. The disclosure requirements relating to holdings as well asdealings in specified bank notes were applicable for the period from November 08 2016 toDecember 30 2016 which are not relevant to these Ind AS financial statements. Hencereporting under this Clause Is not applicable.

For Pathak H. D. & Associates

Chartered Accountants

Firm Registration Number: 107783W

Sudhir Prabhu K.

Partner

Membership Number: 209589

Place : Bengaluru Date : 29.05.2018

ANNEXURE - A TO THE INDEPENDENT AUDITOR'S REPORT ON THE STANDALONEFINANCIAL STATEMENTS OF

ICDS LIMITED

(Referred to in paragraph 1 under ‘Report on Other Legal andRegulatory Requirements' section of our report of even date) Report on Companies(Auditor's Report) Order 2016 (‘the Order') issued by the Central Government interms of Section 143(11) of the Companies Act 2013 ('the Act') i) a) The Company hasmaintained proper records showing full particulars including quantitative details andsituation of property plant and equipments (PPE).

b) All the property plant and equipments and investment properties ofthe Company have been physically verified by the management during the year. In ouropinion the frequency of such verification is reasonable having regard to the size of theCompany and the nature of its assets. As explained to us no discrepancies were noticed onsuch verification.

c) According to the information and explanations given to us and on thebasis of our examination of the records of the Company the title deeds of immovableproperties are held in the name of the Company.

il) Paragraph 3(li) of the Order is not applicable since the Companydoes not carry any inventories as on balance sheet date.

iii) As per the information and explanations given to us the Companyduring the year has not granted any loans secured or unsecured to companies firms LLP'sor other parties listed in the register maintained under Section 189 of the Act.Consequently requirements of paragraphs 3(iii)(a)(b) and (c) of the onder are notapplicable to the Company.

iv) As per the information and explanations given to us the Companyduring the year has not granted any loan made investment and provided guarantees andsecurities to the parties covered under Section 185 and Section 186 of the Act.Accordingly paragraph 3(iv) of the Order is not applicable.

v) In our opinion and according to the information and explanationsgiven to us the Company has not accepted any deposits from public after the enactment ofthis Act. Hence the directives issued by the Reserve Bank of India and the provisions ofSection 73 to 76 or any other relevant

provisions of the Act and the rules framed thereunder is notapplicable to the Company.

The Company's liabilities existing prior to enactment of this Act(including public deposits along with interest accrued thereon) were restructured as perthe Scheme of Arrangement sanctioned by the Hon'ble High Court of Karnataka vide its orderdated October 15 2004. Accordingly the Company had repaid its public liabilities exceptto the extent of unclaimed / cheques issued but not encashed by the instrument holders asexplained in note No. 25 (b) of the standalone financial statements. We are informed bythe management of the Company that there are no other orders by Company Law Board orNational Company Law Tribunal or Reserve Bank of India or any Court or any other Tribunal.

vi) The Central Government has not prescribed maintenance of costrecords under sub-section (1) of Section 148 of the Act for the Company.

vii) a) According to the information and explanations given to us andon the basis of our examination of the records of the Company amounts deducted / accruedin the books of account in respect of undisputed statutory dues including provident fundemployee's state insurance income tax sales tax service tax value added tax goods andservices tax cess and other material statutory dues have been regularly deposited duringthe year by the Company with the appropriate authorities. As explained to us the Companydid not have any dues on account of duty of customs and duty of excise. According to theinformation and explanations given to us there are no undisputed statutory dues whichwere outstanding as on the last day of the financial year concerned for a period of morethan six months from the date they became payable.

b) According to the records of the Company there are no dues of incometax sales tax service tax value added tax or cess which have not been deposited onaccount of any dispute except the following:

Nature of the Statute

Nature of Dues

Year to which it pertains

Amount Demanded (Rs. in Thousands)

Forum where dispute is pending

Income Tax Act 1961

Disallowance of depreciation on leased assets

Block assessment year 1987-88 to 1997-98

43876*

Special Leave Petition filed before Hon'ble Supreme Court of India.

* net of amount paid under protest/refund adjusted aggregating toRs.58528 thousands.

viii) Based on our audit procedures and on the information andexplanations given by the management we are of the opinion that the Company has notdefaulted in repayment of loans to financial institution / banks / Government. In respectof matured debentures and interest accrued thereon upto July 15 2002 the Company hasrepaid all the installments to debenture holders as per the Scheme of Arrangement assanctioned by the Hon'ble High Court

of Karnataka on October 15 2004 except to the extent unclaimed /cheques issued but not encashed by the instrument holders.

ix) According to the information and explanations given to us andrecords of the Company the Company did not raise any money by way of initial public offeror further public offer (including debt instruments) and term loans during the year.Accordingly Paragraph 3(ix) of the Order is not applicable.

x) During the course of examination of Books of Account and records ofthe Company carried out in accordance with the generally accepted auditing practices inIndia and according to the information and explanations given to us we have not comeacross with any material fraud on or by the Company noticed or reported during the yearnor have been informed of such case by the Management.

xi) According to the information and explanations given to us and basedon our examination of the records of the Company the Company has not paid / provided forany managerial remuneration in accordance with the provisions of Section 197 read withSchedule V to the Act. Accordingly paragraph 3(xi) of the Order is not applicable.

xii) In our opinion and according to the information and explanationsgiven to us the Company is not a nidhi Company. Accordingly paragraph 3(xii) of theOrder is not applicable.

xiii) According to the information and explanations given to us andbased on our examination of the records of the Company transactions with the relatedparties are in compliance with Sections 177 and 188 of the Act where applicable anddetails of such transactions have been disclosed in the financial statements as requiredby the applicable accounting standards.

xiv) According to the information and explanations given to us andbased on our examination of the records of the Company the Company during the year hasnot made any preferential allotment or private placement of shares or folly or partlyconvertible debentures. Accordingly paragraph 3(xiv) of the Order is not applicable.

xv) According to the information and explanations given to us and basedon our examination of the records of the Company the Company has not entered intonon-cash transactions with directors or persons connected with him. Accordingly paragraph3(xv) of the Order is not applicable.

xvi) The Company was registered as Non-Banking Financial Company (NBFC)under the provisions of the Reserve Bank of India (RBI) Act 1934 and the certificate ofregistration had been cancelled by the RBI vide its order dated October 9 2002.

For Pathak H. D. & Associates

Chartered Accountants

Firm Registration Number: 107783W

Sudhir Prabhu K.

Partner

Membership Number: 209589 Place : Bengalure Date : 29.05.2018

ANNEXURE - B TO THE INDEPENDENT AUDITOR'S REPORT ON THE STANDALONE INDAS FINANCIAL STATEMENTS OF

ICDS LIMITED

(Referred to in Paragraph 3(f) under ‘Report on other Legal andRegulatory Requirements' section of our report of even date)

Report on the Internal Financial Controls under Clause (i) ofsub-section 3 of Section 143 of the Companies Act 2013 (‘the Act')

We have audited the Internal financial controls over financialreporting of ICDS Limited ("the Company") as of March 312018 in conjunctionwith our audit of the standalone Ind AS financial statements of the Company for the yearended on that date. Management's Responsibility for Internal Financial Controls TheCompany's management is responsible for establishing and maintaining internal financialcontrols based on the internal control over financial reporting criteria established bythe Company considering the essential components of internal control stated in theGuidance Note on Audit of Internal Financial Controls Over Financial Reporting issued bythe 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.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls over financial reporting based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the "Guidance Note") issued by ICAI and the Standards on Auditingprescribed under Section 143(10) of the Companies Act 2013 to the extent applicable toan audit of internal financial controls. Those Standards and the Guidance Note requirethat we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls over financialreporting was established and maintained and if such controls operated effectively in allmaterial respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgment including the assessment of therisks of material misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internal financialcontrols system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A Company's internal financial control over financial reporting is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally 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 authorizations ofmanagement and directors of the Company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of theCompany's assets that could have a material effect on the financial statements. InherentLimitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls overfinancial reporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion to the best of our information and according to theexplanations given to us the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsoverfinancial reporting were operating effectively as at March 31 2018 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For Pathak H. D. & Associates

Chartered Accountants

Firm Registration Number: 107783W

Sudhir Prabhu K.

Partner

Membership Number: 209589 Place : Bengaluru Date : 29.05.2018

CIN - L65993KA1971PLC002106