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ICDS Ltd.

BSE: 511194 Sector: Financials
NSE: ICDSLTD ISIN Code: INE613B01010
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OPEN 65.00
PREVIOUS CLOSE 68.40
VOLUME 748
52-Week high 143.90
52-Week low 16.45
P/E
Mkt Cap.(Rs cr) 85
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
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OPEN 65.00
CLOSE 68.40
VOLUME 748
52-Week high 143.90
52-Week low 16.45
P/E
Mkt Cap.(Rs cr) 85
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

ICDS Ltd. (ICDSLTD) - Auditors Report

Company auditors report

TO THE MEMBERS OF ICDS LIMITED

Report on the Audit of the Standalone Financial Statement

Opinion

We have audited the accompanying Standalone Financial Statements ofICDS LIMITED (“the Company”) which comprise the Standalone Balance Sheet as atMarch 31 2020 and the Standalone Statement of Profit and Loss (including othercomprehensive income) the Standalone Statement of Changes in Equity and the StandaloneStatement of Cash Flows for the year then ended and notes to the Standalone FinancialStatements including a summary of significant accounting policies and other explanatoryinformation (hereinafter referred to as “the consolidated financialstatements”).

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements give theinformation required by the Companies Act 2013 as amended (‘‘the Act”) inthe manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as at March31 2020 its loss including other comprehensive loss the changes in equity and its cashflows for the year ended on that date.

Basis for Opinion

We conducted our audit of the Standalone Financial Statements inaccordance with the Standards on Auditing (SAs) as specified under section 143(10) of theAct. Our responsibilities under those Standards are further described in the‘Auditor's Responsibilities for the Audit of the Standalone FinancialStatements' section of our report. We are independent of the Company in accordancewith the ‘Code of Ethics' issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thestandalone financial statements under the provisions of the Act and the Rules thereunderand we have fulfilled our other ethical responsibilities in accordance with theserequirements and the Code of Ethics. We believe that the audit evidence we have obtainedis sufficient and appropriate to provide a basis for our audit opinion on the StandaloneFinancial Statements.

Emphasis of Matter

We draw attention to Note 40 of the Standalone Financial Statements asregards to the management evaluation of COVID-19 impact on the future performance of theCompany. Our opinion is not modified in respect of this matter.

Key Audit Matters

We have determined that there are no key audit matters to communicatein our report.

Information other than the Standalone Financial Statements andAuditor's Report thereon

The Company's Board of Directors is responsible for the otherinformation. The other information comprises the information included in the Board'sReport including Annexures to Board's Report but does not include the StandaloneFinancial Statements and our auditor's report thereon.

Our opinion on the standalone financial statements does not cover theother information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statementsour responsibility is to read the other information identified above and in doing soconsider whether the other information is materially inconsistent with the StandaloneFinancial Statements or our knowledge obtained in the audit or otherwise appears to bematerially misstated.

The Board's Report including Annexures to Board's Report isnot made available to us as at the date of this auditor's report. We have nothing toreport in this regard.

Responsibilities of Management for the Standalone Financial Statements

The Company's Board of Directors is responsible for the mattersstated in Section 134(5) of the Act with respect to the preparation and presentation ofthese Standalone Financial Statements that give a true and fair view of the financialposition financial performance including other comprehensive income cash flows andchanges in equity of the Company in accordance with the accounting principles generallyaccepted in India including the Indian Accounting Standards (“Ind AS”)specified under Section 133 of the Act read with the Companies (Indian AccountingStandards) Rules 2015 as amended. 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 the design implementationand maintenance of adequate internal financial controls that were operating effectivelyfor ensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the Standalone Financial Statements that give a true andfair view and are free from material misstatement whether due to fraud or error.

In preparing the Standalone Financial Statements management isresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless the Board of Directors either intends to liquidate the Companyor to cease operations or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing theCompany's financial reporting process.

Auditor's Responsibilities for the Audit of the StandaloneFinancial Statements

Our objectives are to obtain reasonable assurance about whether thestandalone financial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditor's report that includes our opinion.Reasonable assurance is a high level of assurance but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of thestandalone financial statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control.

• Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. UnderSection 143(3)(i) of the Companies Act 2013 we are also responsible for expressing ouropinion on whether the Company has adequate internal financial controls system in placeand the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of thegoing concern basis of accounting and based on the audit evidence obtained whether amaterial uncertainty exists related to events or conditions that may cast significantdoubt on the Company's ability to continue as a going concern. If we conclude that amaterial uncertainty exists we are required to draw attention in our auditor'sreport to the related disclosures in the standalone financial statements or if suchdisclosures are inadequate to modify our opinion. Our conclusions are based on the auditevidence obtained up to the date of our auditor's report. However future events orconditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation structure and content of thestandalone financial statements including the disclosures and whether the standalonefinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation.

Materiality is the magnitude of misstatements in the standalonefinancial statements that individually or in aggregate makes it probable that theeconomic decisions of a reasonably knowledgeable user of the standalone financialstatements may be influenced. We consider quantitative materiality and qualitative factorsin (i) planning the scope of our audit work and in evaluating the results of our work; and(ii) to evaluate the effect of any identified misstatements in the standalone financialstatements.

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit. We also provide those charged with governance with a statement that we havecomplied with relevant ethical requirements regarding independence and to communicatewith them all relationships and other matters that may reasonably be thought to bear onour independence and where applicable related safeguards.

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 thematters specified in the paragraph 3 and 4 of the Order.

2. The Non-Banking Financial Companies Auditor's Report (ReserveBank) Directions 2016 issued by the Reserve Bank of India (RBI) is not reported in viewof the cancellation of Certificate of Registration of Non-Banking Financial Company by theReserve Bank of India on October 9 2002.

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 Changes in Equity the statement of Cash Flowsdealt with by this Report are in agreement with the books of account;

d) In our opinion the aforesaid standalone financial statements complywith the Accounting Standards specified under Section 133 of the Act read with Companies(Indian Accounting Standards) Rules 2015 as amended;

e) On the basis of the written representations received from thedirectors as on March 31 2020 and taken on record by the Board of Directors none of thedirectors is disqualified as on March 312020 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 withreference to financial statements of the Company and the operating effectiveness of suchcontrols refer to our separate report in ‘Annexure B'; and

g) In our opinion and according to the information and explanationsgiven to us the Company has not paid any remuneration to its Directors during the yearand accordingly further reporting in accordance with the requirements of Section 197(16)of the Act is not required;

h) With respect to the other matters to be included in theAuditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors)Rules 2014 as amended in our opinion and to the best of our information and accordingto the explanations given to us:

i. The Company has disclosed the impact of pending litigations on itsfinancial position in its standalone financial statements - Refer Note No. 37 to thestandalone financial statements.

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

iii. The Company during the year has made a delayed remittance of anamount of '739 thousand which was due to the Investor Education and Protection

Fund (IEPF). Refer Note No. 24(a) to the accompanying standalonefinancial statements.

For Pathak H. D. & Associates LLP

Chartered Accountants

Firm Registration Number: 107783W/W100593

Sd/-

Sudhir Prabhu K.

Partner

Membership Number: 209589

UDIN:20209589AAAAAK4611

Place : Bengaluru

Date : 29.06.2020

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 (‘theOrder') issued by the Central Government in terms of Section 143(11) of the CompaniesAct 2013 (‘the Act')

i) a) The Company has maintained proper records showing fullparticulars including quantitative details and situation of property plant and equipment(PPE).

b) According to the information and explanation given to us theproperty plant and equipment and investment properties have not been physically verifiedby the Management during the year due to limitations imposed by the Covid-19 Pandemic.

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.

ii) The Company does not carry any inventories at any time during theyear. Accordingly clause 3(ii) of the Order is not applicable.

iii) As per the information and explanation given to us the Companyduring the year has not granted any loans secured or unsecured to companies firmsLLP's or other parties listed in the register maintained under Section 189 of theAct. Consequently requirements of clauses 3(iii)(a) (b) and (c) of the order are notapplicable to the Company.

iv) As per the information and explanation 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 clause 3(iv) of the Order is not applicable.

v) In our opinion and according to the information and explanationgiven 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 not applicable the Company. We are also informed by the management of theCompany that there are no other orders by Company Law Board or National Company LawTribunal 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 employee'sstate insurance Goods and Services Tax cess and other material statutory dues on generalhave been regularly deposited during the year by the Company with the appropriateauthorities though delays were noticed in payment of Income Tax and Provident Fund. Asexplained to us the Company did not have any dues on account of duty of customs and dutyof excise.

According to the information and explanations given to us there are noundisputed statutory dues which were outstanding as on the last day of the financial yearconcerned for a period of more than six months from the date they became payable exceptthe following:

Name of the Statute / Relevant Authority Nature of Dues Year to which it pertains Amount Payable in ' thousands Remarks
The Employees Provident Funds and Miscellaneous Provisions Act 1952 Provident Fund 2018-19 (Mar-19) 4.61 Not yet paid
2019-20 (Apr-19 to Aug-19) 14.76 Not yet paid

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 (' in thousand) Forum where dispute is pending
Income Tax Act 1961 Disallowance of depreciation on leased assets Block assessment year 1987-88 to 1997-98 26233* The dispute is remanded back by the Supreme Court to the Commissioner of Income Tax Appeals - I for reconsideration (refer Note No. 37(a) to the Accompanying Standalone Financial Statements)

*net of amount paid under protest / refund adjusted aggregating to'76171 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 banks. The Company did not take any loans fromfinancial institution / government.

ix) According to the information and explanation 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 Clause 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 Clause 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 Clause 3(xii) of the Orderis 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 standalone financial statements asrequired by 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 fully or partlyconvertible debentures. Accordingly Clause 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 Clause3(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 LLP

Chartered Accountants

Firm Registration Number: 107783W/W100593

Sd/-

Sudhir Prabhu K.

Partner

Membership Number: 209589

UDIN: 20209589AAAAAK4611

Place : Bengaluru

Date : 29.06.2020

ANNEXURE - B TO THE INDEPENDENT AUDITOR'S REPORT ON THE STANDALONEFINANCIAL STATEMENTS OF ICDS LIMITED

Report on the Internal Financial Controls with reference to theaforesaid standalone financial statements under Clause (i) of sub-section 3 of Section 143of the Companies Act 2013

We have audited the internal financial controls with reference tostandalone financial statements of ICDS Limited (“the Company”) as of March312020 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Board of Directors of the Company are responsible for establishingand maintaining internal financial controls based on the internal financial controls withreference to financial statements criteria established by the Company considering theessential components of internal control stated in the Guidance Note on Audit of InternalFinancial Controls Over Financial Reporting (“Guidance Note”) issued by theInstitute 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 safeguardingof its 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 under the Act.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company'sinternal financial controls with reference to standalone financial statements based on ouraudit. We conducted our audit in accordance with the Guidance Note and the Standards onAuditing prescribed under Section 143(10) of the Act to the extent applicable to anaudit of internal financial controls with reference to standalone financial statements.Those Standards and the Guidance Note require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls with reference to standalone financial statements were established andmaintained and whether such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls with reference to standalone financialstatements and their operating effectiveness. Our audit of internal financial controlswith reference to financial statements included obtaining an understanding of suchinternal financial controls assessing the risk that a material weakness exists andtesting and evaluating the design and operating effectiveness of internal control based onthe assessed risk. The procedures selected depend on the auditor's judgementincluding the assessment of the risks of material misstatement of the standalone financialstatements 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 internalfinancial controls with reference to standalone financial statements.

Meaning of Internal Financial Controls with Reference to FinancialStatements

A company's internal financial controls with reference tofinancial statements is a process designed to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles. Acompany's internal financial controls with reference to financial statements includethose policies and procedures that (1) pertain to the maintenance of records that inreasonable detail accurately and fairly reflect the transactions and dispositions of theassets of the company; (2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generallyaccepted accounting principles and that receipts and expenditures of the company arebeing made only in accordance with authorisations of management and directors of thecompany; and (3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the company's assets that could havea material effect on the financial statements.

Inherent Limitations of Internal Financial Controls with Reference toFinancial Statements

Because of the inherent limitations of internal financial controls withreference to financial statements including the possibility of collusion or impropermanagement override of controls material misstatements due to error or fraud may occurand not be detected. Also projections of any evaluation of the internal financialcontrols with reference to financial statements to future periods are subject to the riskthat the internal financial controls with reference to financial statements may becomeinadequate because of changes in conditions or that the degree of compliance with thepolicies or procedures may deteriorate.

Opinion

In our opinion and to the best of our information and explanationgiven to us the Company has in all material respects maintained adequate internalfinancial controls with reference to standalone financial statements and such internalfinancial controls with reference to financial statements were operating effectively as ofMarch 31 2020 based on the internal control with reference to financial statementscriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls over FinancialReporting issued by the Institute of Chartered Accountants of India.

For Pathak H. D. & Associates LLP

Chartered Accountants

Firm Registration Number: 107783W/W100593

Sd/-

Sudhir Prabhu K.

Partner

Membership Number: 209589

UDIN: 20209589AAAAAK4611

Place : Bengaluru

Date : 29.06.2020

.