The Members of
MPF SYSTEMS LIMITED
(Previously known as Mather and Platt Fire Systems Limited)
Report on the Standalone Ind AS Financial Statements
We have audited the accompanying standalone Ind AS financial statements of MPFSYSTEMS LIMITED (previously known as Mather and Platt Fire Systems Limited) whichcomprise the Balance sheet as at 31st March 2019 the Statement of Profit andLoss Cash Flow Statement and Statement of Changes in Equity for the year then ended anda summary of significant accounting policies and other explanatory information.
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 Companies Act
2013 ("the Act") in the manner so required and give a true and fair view inconformity with the
Indian Accounting Standards prescribed under section 133 of the Act read with theCompanies (Indian Accounting Standards) Rules 2015 as amended ("Ind AS") andother accounting principles generally accepted in India of the state of affairs of theCompany as at March 31 2019 the loss changes in equity and its cash flows for the yearended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements in accordance with theStandards on Auditing specified under section 143(10) of the Act (SAs). Ourresponsibilities under those
Standards are further described in the Auditor s Responsibilities for the Audit of theStandalone Financial Statements section of our report. We are independent of the Companyin accordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia (ICAI) together with the independence requirements that are relevant to our audit ofthe standalone financial statements under the provisions of the Act and the Rules madethere under and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the ICAI s Code of
Ethics. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the standalone financialstatements.
Key Audit Matters
Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone financial statements of the current period.These matters were addressed in the context of our audit of the standalone financialstatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters. We have determined the matters described below to bethe key audit matters to be communicated in our report.
|Sr.No. ||Key Audit Matter ||Auditor s Response |
| ||NIL || |
Management's Responsibility for the Standalone Ind AS 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 the IndAS and other accounting principles generally accepted in India. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe act for safeguarding of the assets of the company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; Making judgments and estimates that are reasonable and prudent; and the designimplementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the Standalone financialstatements that give a true and fair view and are free from material misstatementswhether due to fraud or error.
In preparing the standalone financial statements management is responsible forassessing the Company s ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.
The Board of Directors are responsible for overseeing the Company s financial reportingprocess.
Our objectives are to obtain reasonable assurance about whether the standalonefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor s report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the standalonefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.
Obtain an understanding of internal financial controls relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls system in place and the operatingeffectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management s use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor s report to the related disclosures inthe standalone financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor s report.
However future events or conditions may cause the Company to cease to continue as agoing concern.
Evaluate the overall presentation structure and content of the standalonefinancial statements including the disclosures and whether the standalone financialstatements represent the underlying transactions and events in a manner that achieves fairpresentation.
Materiality is the magnitude of misstatements in the standalone financial statementsthat individually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the financial statements may be influenced. We considerquantitative materiality and qualitative factors in (i) planning the scope of our auditwork and in evaluating the results of our work; and (ii) to evaluate the effect of anyidentified misstatements in the financial statements.
We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.
From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the standalone financial statementsof the current period and are therefore the key audit matters. We describe these mattersin our auditor s report unless law or regulation precludes public disclosure about thematter or when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.
Emphasis of Matter
We draw attention to the following matters in the Notes to the financial statements:
i) Note 23 in the standalone Ind AS financial statements which indicates that theCompany has accumulated losses and its net worth has been fully eroded the Company hasincurred a net loss during the current and previous year(s) and the Company s currentliabilities exceeded its current assets as at the balance sheet date. These conditionsalong with other matters set forth in Note 23 indicate the existence of a materialuncertainty that may cast significant doubt about the Company s ability to continue as agoing concern. However the financial statements of the Company have been prepared on agoing concern basis for the reasons stated in the said Note 23
Our opinion is not qualified in respect of the Emphasis of Matter.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor s Report) Order 2016 ("the Order")as amended issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Act we give in the Annexure a statement on the matters specified inparagraphs 3 and 4 of the Order.
2. As required by section 143(3) of the Act we report that: a) We have sought andobtained all the information and explanations which to the best of our knowledge andbelief 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 it appears from our examination of those books;
c) The Balance Sheet the Statement of Profit and Loss and the Cash Flow Statement andStatement of Changes in Equity dealt with by this report are in agreement with the booksof account;
d) In our opinion the aforesaid standalone Ind AS financial statement comply with theAccounting Standards specified under section 133 of Act read with rule 7 of the Companies(Accounts) Rules 2014 Companies (Indian Accounting Standards) Rules 2015 as amended;
e) On the basis of written representations received from the directors at on 31stMarch 2019 and taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2019 from being appointed as a director in termsof sub-section (2) of Section 164 of the Companies Act 2013.
f) with respect to the adequacy of the internal financial controls over financialreporting of the Company with reference to these standalone Ind AS financial statementsand the operating effectiveness of such controls refer to our separate report in"Annexure A"; to this report;
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 in our opinionand to the best of our information and according to the explanations given to us:
(i) The Company does not have any pending litigations which would impact its financialposition except mention in annexure to audit report and in notes to accounts ;
(ii) The Company did not have any long-term contracts including derivative contractsfor which there were any material foreseeable losses;
(iii) There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.
For KALA JAIN & CO.
Firm Reg. No. 127886W
"Annexure A" to the Independent Auditor s Report of even date on theStandalone Financial Statement of MPF SYSTEMS LIMITED (previously known as Matherand Platt Fire Systems Limited)
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 MPFSYSTEMS LIMITED (previously known as Mather and Platt Fire Systems Limited) as of 31stMarch 2019 in conjunction with our audit of the standalone financial statement of thecompany for the year ended on that date.
Management's Responsibility for the 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 ). These responsibilityinclude the design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the orderly and efficient conductof its business including adherence to company s policies safeguarding of the assetsthe prevention 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.
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") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Act to the extent applicable to an audit ofInternal financial controls both applicable to an audit of Internal Financial Controlsand both issued by the Institute of Chartered accountant of India. 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 financial controlover financial reporting was established and maintained and if such controls operatedeffectively 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 understanding of internal financial controls over financial reporting assessingthe risk that a material weakness exists and testing and evaluating the design andoperating effectiveness of internal control based on the assessed risk.
The procedures selected depend on the auditor s judgment including the assessment ofthe risk of material misstatement of the financial statements whether due to fraud orerror.
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 systemover financial 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 unauthorized 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.
In our opinion to the best of our information and according to the explanation 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 March 31 2019 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 KALA JAIN & CO.
Firm Reg. No. 127886W
MPF Systems Limited
Annexure to the Auditors Report
The Annexure referred to in our report to the members of MPF Systems Limited for theperiod Ended on 31st March 2019 we report that:
|S. No. ||Particulars ||Auditors Remark |
|(i) ||(a) Whether the company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets; ||In our opinion and according to information and explanation given to us the company is maintaining proper records of fixed assets. |
| ||(b) Whether these fixed assets have been physically verified by the management at reasonable intervals; whether any material discrepancies were noticed on such verification and if so whether the same have been properly dealt with in the books of account; ||In our opinion and according to information and explanation given to us the periodicity of physical verification is reasonable having regard to the size of the company and nature of its assets. No material discrepancies were noticed on such verification. |
| ||(c) Whether the title deeds of immovable properties are held in the name of the company. If not provide details thereof. ||The Company does not have any immovable properties in its own name. |
|(ii) ||Whether physical verification of inventory has been conducted at reasonable intervals by the management and whether any material discrepancies were noticed and if so whether they have been properly dealt with in the books of account; ||No the company does not hold any physical inventory at the end of the period. |
|(iii) ||Whether the company has granted any loans secured or unsecured to companies firms or limited liability partnerships or other parties covered in the register maintained under section 189 of the Companies Act. If so ||No In our opinion and according to information and explanation given to us the company has not granted any loans secured or unsecured to companies firms or other parties covered in the register maintained under section 189 of the Companies Act |
| ||(a) Whether the terms and conditions of the grant of such loans are not prejudicial to the companys interest; ||N.A. |
| ||(b) Whether the schedule of repayment of principal and payment of interest has been stipulated and whether the repayments or receipts are regular; ||N.A. |
| ||(c) If the amount is overdue state the total amount overdue for more than ninety days and whether reasonable steps have been taken by the company for recovery of the principal and interest; ||N.A. |
|(iv) ||Whether the company has given any guarantee for loans taken by others from bank or financial institutions the terms and conditions whereof are prejudicial to the interest of the company; ||No In our opinion and according to information and explanation given to us the company has not given any guarantee for loans taken by others from bank or financial institutions. |
|(v) ||In case the company has accepted deposits whether the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act 2013 and the rules framed there under where applicable have been complied with? If not the nature of such contraventions should be stated; If an order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal whether the same has been complied with or not? ||No the company has not accepted any deposits from public. |
|(vi) ||Where maintenance of cost records has been specified by the Central Government under sub-section (1) of section 148 of the Companies Act whether such accounts and records have been made and maintained; ||No In our opinion and according to information and explanation given to us the central government has not prescribed the maintained of cost records for any of the product manufactured/services rendered by the company. |
|(vii) ||(a) Whether the company is regular in depositing undisputed statutory dues including provident fund employees state insurance income-tax sales-tax wealth tax service tax duty of customs duty of excise value added tax cess and any other statutory dues with the appropriate authorities and if not the extent of the arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable shall be indicated by the auditor. ||In our opinion and according to information and explanation given to us the company is regular in depositing undisputed statutory dues including provident fund employees state insurance income-tax sales-tax wealth tax service tax duty of customs duty of excise value added tax cess and any other statutory dues with the appropriate authorities except for delay in the payment of Income Tax (TDS) amounting to Rs 27394/- ranging between 1 to 179 days. |
| || ||In our opinion and according to information and explanation given to us there are no undisputed amount payable in respect of sales tax custom duty wealth tax service tax excise duty and cess as at 31 March 2019 for a period of more than 6 month from the date they became payable except for the Income tax (TDS) amounting to Rs 2 10950/-. |
| ||(b) In case dues of income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess have not been deposited on account of any dispute then the amounts involved and the forum where dispute is pending shall be mentioned.(A mere representation to the concerned Department shall not constitute a dispute). ||In our opinion and according to information and explanation given to us the dues mention in annexure I regarding to sales tax have not been deposited with the appropriate authorities on account of disputes. |
|(viii) ||Whether the company has defaulted in repayment of loans and borrowings to a financial institution bank Government or dues to debenture holders? If yes the period and amount of default to be reported (in case of defaults to bank financial institutions and Government lender wise details to be provided). ||No In our opinion and according to information and explanation given to us. The company did not have any outstanding dues to any financial institution banks Government or debenture-holders during the year. |
|(ix) ||Whether money raised by way of initial public offer or further public offer (including debt instruments) and term loan were applied for the purpose for which those are raised. If not the details together with delays or default and subsequent rectification if any as may be applicable be reported. ||In our opinion and according to information and explanation given to us no money raised by way of initial public offer and no term loan were applied and taken during the year under audit. |
|(x) ||Whether any fraud on or by the company has been noticed or reported during the year; If yes the nature and the amount involved is to be indicated. ||In our opinion and according to the information and explanations given to us no fraud on or by the Company has been noticed or reported during the course of our audit. |
(xi) Whether managerial remuneration has been paid or provided in In our opinion andaccording to the accordance with the requisite approvals mandated by the provisionsinformation and explanations given to us no of section 197 read with schedule V to theCompanies Act? If not managerial remuneration has been paid by the state the amountinvolved and steps taken by the company for company to its managerial person during thesecuring refund of the same. period covered under audit.
(xii) Whether the Nidhi Company has completed with the Net Owned
Fund in the ratio of 1:20 to meet out liability and whether the Nidhi N.A. Company ismaintaining 10% unencumbered term deposits as specified in the Nidhi Rules 2014 to meetout the liability.
(xiii) Whether all transactions with the related parties are in compliance In ouropinion and according to the with Section 177 and 188 of companies Act 2013 whereapplicable information and explanations given to us all and the details have beendisclosed in the Financial Statements etc. transactions with the related parties are inas required by the accounting standards. compliance with section 177 and 188 of thecompanies Act 2013. (xiv) Whether the company has made any preferential allotment or Inour opinion and according to the private placement of shares or fully or partlyconvertible debenture information and explanations given to us the during the year underreview and if so as to whether the company has not made any preferential requirement ofSection 42 of the Companies act 2013 have been allotment or private placement of sharesor complied with and the amount raised have been used for the fully or partly convertibledebenture during purpose for which the funds were raised. If not provide the details theyear. in respect of the amount involved and nature of non-compliance. (xv) Whether thecompany has entered into any non-cash transactions In our opinion and according to thewith directors or persons connected with him and if so whether information andexplanations given to us the provisions of section 192 of companies Act 2013 have beencompany has not entered into any non-cash complied with. transactions with directors orpersons connected with him. (xvi) Whether the company is required to be registered undersection 45- IA of the Reserve Bank of India 1934 and if so whether the N.A. registrationhas been obtained.
| ||For Kala Jain & Co. |
| ||Chartered Accountants |
| ||FRN: 127886W |
|Place: Mumbai ||Sd/- |
| ||Suparsh Kala |
|Date:05/06/2019 ||Partner |
| ||M.N.114419 |