To the Members of MPF Systems Limited
(Previously known as Mather and Platt Fire Systems Limited)
Report on the Financial Statements
We have audited the accompanying financial statements of MPF Systems Limited(Previously known as Mather and Platt Fire Systems Limited) ("the Company")which comprise the Balance Sheet as at 31 December 2014 the Statement of Profit and Lossand the Cash Flow Statement for the year then ended and a summary of significantaccounting policies and other explanatory information.
Managements Responsibility for the Financial Statements
Management is responsible for the preparation of these financial statements that give atrue and fair view of the financial position financial performance and cash flows of theCompany in accordance with the Accounting Standards notified under the Companies Act 1956("the Act") read with the General Circular 15/2013 dated 13thSeptember 2013 of the Ministry of Corporate Affairs in respect of section 133 of theCompanies Act 2013. This responsibility includes the design implementation andmaintenance of internal control relevant to the preparation and presentation of thefinancial 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 financial statements based on ouraudit. We conducted our audit in accordance with the Standards on Auditing issued by theInstitute of Chartered Accountants of India. Those Standards require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on theauditors judgment including the assessment of the risks of material misstatement ofthe financial statements whether due to fraud or error. In making those risk assessmentsthe auditor considers internal control relevant to the Companys preparation and fairpresentation of the financial statements in order to design audit procedures that areappropriate in the circumstances. An audit also includes evaluating the appropriateness ofaccounting policies used and the reasonableness of the accounting estimates made bymanagement 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.
In our opinion and to the best of our information and according to the explanationsgiven to us the financial statements give the information required by the Act in themanner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India:
i. in the case of the Balance Sheet of the state of affairs of the Company as at 31December 2014;
ii. in the case of the Statement of Profit and Loss of the profit for the year endedon that date; and
iii. in the case of the Cash Flow Statement of the cash flows for the year ended onthat date.
Report on Other Legal and Regulatory Requirements
The Ministry of Corporate Affairs had on 01 April 2014 vide its General Circular No.07/2014 Dissemination of Information with Regards to the Provisions of the Companies Act2013 as notified till date vis a vis corresponding provisions of the Companies Act 1956identified such sections of the Companies Act 1956 that would cease/ continue to haveeffect from 01 April 2014. Accordingly in terms of the aforesaid Circular our reportingin respect of section 227(3)(f) of the Companies Act 1956 and clauses (3) (5)(a) and(b) (6) (7) (14) (18) of the Companies (Auditors Report) Order 2003 (dealingwith sections 49 58A 58AA 209(1)(d) and 301 of the Companies Act 1956) is only for theperiod beginning from 1 January 2014 till 31st March 2014 since as per theaforementioned MCA Circular these sections have ceased to have effect from 01st April2014."
1. As required by the Companies (Auditors Report) Order 2003 ("theOrder") as amended issued by the Central Government of India in terms ofsub-section (4A) of section 227 of the Act we give in the Annexure a statement on thematters specified in paragraphs 4 and 5 of the Order.
2. As required by section 227(3) of the Act we report that:
a. we have obtained all the information and explanations which to the best of ourknowledge and belief were necessary for the purpose of our audit;
b. in our opinion proper books of account as required by law have been kept by theCompany so far as appears from our examination of those books;
c. the Balance Sheet Statement of Profit and Loss and Cash Flow Statement dealt withby this report are in agreement with the books of account;
d. in our opinion the Balance Sheet Statement of Profit and Loss and Cash FlowStatement comply with the Accounting Standards notified under the Companies Act 1956("the Act") read with the General Circular 15/2013 dated 13thSeptember 2013 of the Ministry of Corporate Affairs in respect of section 133 of theCompanies Act 2013; and
e. on the basis of written representations received from the directors at on 31 March2015 and taken on record by the Board of Directors none of the directors is disqualifiedas on 31 March 2015 from being appointed as a director in terms of sub-section (2) ofSection 164 of the Companies Act 2013.
| ||For B S R & Co. LLP |
| ||Chartered Accountants |
| ||Firm Registration No: |
| ||101248W/W-100022 |
| ||Juzer Miyajiwala |
|Place : Pune ||Partner |
|Date : 18th March 2015 ||Membership No: 047483 |
Annexure to the Independent Auditors Report - 31 December 2014
[Referred to in the Independent Auditors Report to the Members of MPF SystemsLimited (Previously known as Mather and Platt Fire Systems Limited) (theCompany) on the financial statements for the year ended 31 December 2014]
We report as follows:
1. a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.
b) The Company has a regular program of physical verification of its fixed assets bywhich its fixed assets are verified annually. In our opinion the periodicity of physicalverification is reasonable having regard to the size of the Company and the nature of itsassets. No material discrepancies were noticed on such verification.
c) No fixed assets have been disposed off during the year.
2. The Company does not hold any physical inventory as at the end of the year.Accordingly provisions of clause 4(ii) of the Order are not applicable to the Company.
3. The Company has neither granted nor taken any loans secured or unsecured to orfrom companies firms or other parties covered in the register maintained under Section301 of the Companies Act 1956.
4. The Company has not purchased any inventory or fixed assets and there were no salesor services rendered during the year. Accordingly provisions of clause 4(iv) of the Orderare not applicable to the Company.
5. a) In our opinion and according to the information and explanations given to us theparticulars of contracts or arrangements referred to in Section 301 of the Companies Act1956 have been entered in the register required to be maintained under that section till31st March 2014.
b) In our opinion and according to the information and explanations given to us thetransactions made in pursuance of contracts and arrangements referred to in (a) above andexceeding the value of Rs 5 lakh with any party during the year have been made at priceswhich are reasonable having regard to the prevailing market prices at the relevant timeexcept for sale of certain fixed assets which are for the specialised requirements of thebuyers for which suitable alternative sources are not available to obtaincomparable quotations. However on the basis of information and explanations provided thesame appear reasonable.
6. The Company has not accepted any deposits from the public.
7. In our opinion the Company has an internal audit system commensurate with the sizeand nature of its business.
8. In our opinion and according to information and explanations given to us theCentral Government has not prescribed the maintenance of cost records under section209(1)(d) of the Companies Act 1956 for any of the products manufactured/ servicesrendered by the Company.
9. a) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company amounts deducted / accrued in the books ofaccount in respect of undisputed statutory dues including Income Tax have been regularlydeposited by the Company with the appropriate authorities except for delays in payment ofIncome Tax amounting to Rs. 260375/- ranging between 23 to 177 days. As explained to usthe Company did not have any dues on account of Wealth Tax Sales Tax Service TaxCustoms Duty Excise Duty Provident Fund Employees State Insurance InvestorEducation and Protection Fund. According to the information and explanations given to usno undisputed amounts payable in respect of Income Tax and Sales Tax dues were in arrearsas at 31 December 2014 for a period of more than six months from the date they becamepayable.
b) According to the information and explanations given to us the following dues ofSales Tax have not been deposited with the appropriate authorities on account of disputes.
|Name of the statute ||Nature of the dues ||Amount (Rs. 000) ||Period to which the amount relates ||Forum where the dispute is pending |
|Works Contract Tax under Kerala General Sales Tax Act 1963 ||Differential rate of tax ||2768 ||1987-1988 to 1993- 1994 ||Commercial Tax Officer Ernakulam |
|Works Contract Tax under Kerala General Sales Tax Act ||Differential rate of tax ||34 ||1997-1998 ||Commercial Tax Officer Ernakulam |
|Works Contract Tax under Kerala General Sales Tax Act ||Differential rate of tax ||74 ||1998-1999 ||Commercial Tax Officer Ernakulam |
|Central Sales Tax 1956 ||Non submission of E-1 Form ||500 ||1998-1999 to 2002- 2003 ||Commercial Tax Officer Kolkata |
|West Bengal Sales Tax Act 1994 ||Non submission of E-1 Form ||125 ||1998-1999 to 2002- 2003 ||Commercial Tax Officer Kolkata |
|Works Contract Tax under U P Trade Tax Act 1948 ||Chargeable of State sales tax ||3932 ||1987-1988 to 1997- 1998 ||Deputy Commissioner UP Trade Tax Tribunal Lucknow |
10. The accumulated losses of the Company have exceeded 50% of its net worth at the endof the financial year. The Company has incurred cash losses in the current financial yearbut not in the immediately preceding financial year.
11. The Company did not have any outstanding dues to any financial institution banksor debenture-holders during the year.
12. The Company has not granted any loans or advances on the basis of security by wayof pledge of shares debentures and other securities.
13. In our opinion and according to the information and explanations given to us theCompany is not a chit fund / nidhi / mutual benefit fund / society.
14. According to the information and explanations given to us the Company is notdealing or trading in shares securities debentures and other investments.
15. According to the information and explanations given to us the Company has notgiven any guarantee for loans taken by others from banks or financial institutions.
16. The Company did not have any term loans outstanding during the year.
17. According to the information and explanations given to us and on an overallexamination of the Balance Sheet of the Company we are of the opinion that the fundsraised on short-term basis have not been used for long-term investment to the extent ofRs. 838892/-.
18. The Company has not made any preferential allotment of shares tocompanies/firms/other parties covered in the register maintained under Section 301 of theCompanies Act1956.
19. The Company did not have any outstanding debentures during the year.
20. The Company has not raised any money by public issue during the year.
21. According to the information and explanations given to us no fraud on or by theCompany has been noticed or reported during the course of our audit.
| ||For B S R & Co. LLP |
| ||Chartered Accountants |
| ||Firm Registration No: 101248W |
| ||Juzer Miyajiwala |
|Place : Pune ||Partner |
|Date : 18th March 2015 ||Membership No: 047483 /W-100022 |