to the Members of MSR INDIA LIMITED
REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS
We have audited the financial statements of MSR India Limited ("theCompany") which comprise the balance sheet as at March 31 2020 the statement ofprofit and loss (including other comprehensive income) the statement of changes in equityand the cash flow statement for the year ended on that date and notes to the financialstatements including a summary of significant accounting policies and other explanatoryinformation (hereinafter referred to as "standalone financial statements")
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 trueand fair view in conformity with the Indian Accounting Standards prescribed under section133 of the act read with the Companies(Indian Accounting Standards) Rules 2015 asamended ("Ind AS") and the other accounting principles generally accepted inIndia of the state of affairs of the Company as at March 31 2020 its profit totalcomprehensive income changes in equity and its cash flows for the year ended on thatdate.
Basis for Opinion:
We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder clause 10 of section 143 of the Companies Act 2013. Our responsibilities underthose Standards are further described in the Auditor's Responsibilities for the Audit ofthe
Standalone Financial Statements section of our report. We are independent of theCompany in accordance with the Code of Ethics issued by the Institute of CharteredAccountants of India (ICAI) together with the ethical requirements that are relevant toour audit of the financial statements under the provisions of the Companies Act 2013 andthe Rules thereunder and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the
ICAI's Code of Ethics.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements of the current period. These matterswere addressed in the context of our audit of the standalone financial statements as awhole and in forming our opinion thereon and we do not provide a separate opinion onthese matters.
We have determined the matters described below to be the key audit matters to becommunicated in our report.
Provision for taxation and deferred tax assets/liabilities:
|The key audit matter ||How the matter was addressed in our audit Our audit procedures included: |
|Accrual for tax and computation of deferred tax require the Management to make judgements and estimates in relation to the issues exposures and matters relating to Income Tax Act Finance Act and other eventualities arising in the regular course of business. ||? We tested the effectiveness of controls around the recognition of provisions computation of deferred tax and MAT. |
|The key judgement lies in the estimation of provisions where they may differ from the future obligations and cash outflows. By nature provision is difficult to estimate and includes many variables. ||? We recomputed the provision for tax MAT and Deferred tax liabilities in light of applicable regulations. |
| ||? We discussed the details with the management regarding the assumptions and judgement made. |
Emphasis of Matter
We draw attention to the paragraphs mentioned below which require emphasis ofshareholders.
1. The Company has not made necessary disclosures under the below mentioned notes tostandalone financial statements:
|Sr. No. Note to standalone financial statements ||Remarks/Observations |
|1. Note 28 - Segment information ||Information pertaining to reportable segments are omitted in this note to financial statements |
|2. Note 31 - Gratuity ||Actuarial valuation details regarding employment benefit schemes are omitted in this note to financial statements. |
|3. Note 35 - Risk management ||Maturity profile of company's financial liabilities are not presented under this note. |
The Company's management and Board of Directors are responsible for the otherinformation. The other information comprises the information included in the Company'sannual report other than the standalone financial statements and our auditors' reportthereon.
Our opinion on the standalone financial statements does not cover the other informationand we do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements our responsibilityis to read the other information and in doing so consider whether the other informationis materially inconsistent with the financial statements or our knowledge obtained in theaudit or otherwise appears to be materially misstated.
If based on the work we have performed we conclude that there is no materialmisstatement of this other information we are required to report that fact. We havenothing to report in this regard.
Responsibilities of Management and Those Charged With Governance for the StandaloneFinancial Statements
The Company's Board of Directors is responsible for the matters stated in section134(5) of the Act with respect to the preparation of these financial statements that givea true and fair view of the state of affairs and profit of the Company in accordance withthe accounting principles generally accepted in India including the accounting Standardsspecified under section 133 of the Act.
This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding of the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.
In preparing the financial statements the Board of Directors are 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 unlessthe Board of Directors either intends to liquidate the Company or to cease operations orhas no realistic alternative but to do so.
The Board of Directors are also responsible for overseeing the Company's financialreporting process.
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these 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 financial statementswhether due to fraud or error design and perform audit procedures responsive to thoserisks and obtain audit evidence that is sufficient and appropriate to provide a basis forour opinion. The risk of not detecting a material misstatement resulting from fraud ishigher than for one resulting from error as fraud may involve collusion forgeryintentional omissions misrepresentations or the override of internal control.
? Obtain an understanding of internal control relevant to the audit in order to designaudit procedures that are appropriate in the circumstances. Under section 143(3)(i) of theAct we are also responsible for expressing our opinion on whether the company hasadequate internal financial controls system in place and the operating effectiveness ofsuch controls.
? Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management.
? Conclude on the appropriateness of management's use of the going concern basis ofaccounting 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 financial statements or if such disclosures are inadequate to modify our opinion.Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.
? Evaluate the overall presentation structure and content of the financial statementsincluding the disclosures and whether the financial statements represent the underlyingtransactions and events in a manner that achieves fair presentation.
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 financial statements of thecurrent period and are therefore the key audit matters. We describe these matters in ourauditor's report unless law or regulation precludes public disclosure about the matter orwhen 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.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors' Report) Order 2016 ("the Order")issued by the
Central Government of India in terms of Section 143(11) of the Act we give in the
"Annexure A" a statement on the matters specified in paragraphs 3 and 4 ofthe Order to the extent applicable.
2. As required by Section 143 (3) of the Act we report that:
a) we have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes 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 and the statement of profit and loss dealt with by this Report arein agreement with the books of account;
d) except for the effects of Emphasis of Matters in our opinion the aforesaidstandalone financial statements comply with the Indian Accounting Standards specifiedunder Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014;
e) on the basis of the written representations received from the directors as on March31 2020 taken on record by the Board of Directors none of the directors are disqualifiedas on March 31 2017 from being appointed as a director in terms of Section 164 (2) of theAct;
f) with respect to the adequacy of the internal financial controls with reference tostandalone financial statements of the Company and the operating effectiveness of suchcontrols 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 in our opinionand to the best of our information and according to the explanations given to us:
i. The Company has disclosed pending litigations as at 31 March 2020 on its financialposition in its standalone financial statements - Refer Note No. 27 to StandaloneFinancial Statements.
ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses; iii. There were no amounts which wererequired to be transferred to the Investor
Education and Protection Fund by the Company;
h) With respect to the matter to be included in the Auditors' Report under Section
197(16) of the Act:
In our opinion and according to the information and explanations given to us theremuneration paid by the Company to its directors during the current year is in accordancewith the provisions of Section 197 of the Act. The remuneration paid to any director isnot in excess of the limit laid down under Section 197 of the Act. The Ministry ofCorporate Affairs has not prescribed other details under Section 197(16) which arerequired to be commented upon by us.
for Annadevara Associates
Firm registration number: 04973S
A G Krishna Prasad
Membership No.: 210576
Place: Hyderabad Date: July 30 2020
Annexure A to the Auditors' Report
The Annexure referred to in Paragraph 1 under Report on Other Legal and RegulatoryRequirements in Independent Auditors' report to the members of the Company on thestandalone financial statements for the year ended March 31 2020 we report that:
1) With regard to fixed assets:
a) As per the information given by the management the company is maintaining FixedAssets Register showing full particulars including Quantitative and situation of fixedassets. Due to extraordinary circumstances prevailing during period of audit we have notperformed physical verification of Fixed Assets. Therefore we placed a reliance on theinformation provided by the management. b) According to the information given to us thetitle deeds of immovable property held in the name of the Company as at the date ofBalance sheet and with respect to properties that have been taken on lease are disclosedas fixed assets in the financial statements. As the title deeds are with the banker wehave not verified the title deeds of freehold properties held in the name of the company.
2) With regard to inventories:
a) As explained to us the Company has a program of physical verification of itsinventory once in a year. Due to extraordinary circumstances prevailing during the periodof audit we could not carried out the physical verification of inventories. As there is noother way to carry out the physical verification we placed a reliance on the physicalverification of stock carried out by the Management.
3) According to information and explanations given to us the Company has not grantedany loans secured or unsecured to companies firms or other parties covered in theregister maintained under section 189 of the Act. Accordingly this paragraph is notapplicable.
4) Based on explanations give to us the Company has not made investments or notgranted any loans or advances or not provided guarantees as specified under section 185and section 186 of the Act hence reporting under clause (iv) of the CARO 2016 Order isnot applicable.
5) According to the information and explanations given to us the Company has compliedwith the provisions of Sections 73 to 76 or any other relevant provisions of the CompaniesAct 2013 and the Companies (Acceptance of Deposits) Rules 2014 as amended with regardto the deposits accepted. According to the information and explanations given to us noorder has been passed by the Company Law Board or the National Company Law Tribunal or theReserve Bank of India or any Court or any other Tribunal.
6) We have broadly reviewed the books of account maintained by the Company pursuant tothe rules made by the Central Government for the maintenance of cost records under section148 of the Act and are of the opinion that prima facie the prescribed accounts andrecords have been made and maintained. However we have not carried out a detailedexamination of the said cost records.
7) According to information and explanations given to us and on the basis ofexamination of the records:
a) The Company has been regular in depositing undisputed statutory dues includingIncome-Tax Sales Tax Service Tax Customs Duty Value Added Tax cess and other materialstatutory dues applicable to it to the appropriate authorities.
b) There were no undisputed amounts payable in respect of Income-Tax Sales TaxService Tax Customs Duty Value Added Tax cess and other material statutory dues inarrears as at March 31 2020 for a period of more than six months from the date theybecame payable.
c) There are no dues of Income-Tax Sales Tax Service Tax Customs Duty Excise Dutyand Value Added Tax cess and other statutory dues as on March 31 2020 on account ofdisputes.
8) According to explanations given to us the Company has not defaulted in therepayment of loans or borrowings to financial institutions. The Company has not issued anydebentures.
9) According to explanations give to us the Company has not raised moneys by way ofinitial public offer or further public offer (including debt instruments) or term loansduring the year. Hence reporting under clause (ix) of the CARO 2016 Order is notapplicable
10) To the best of our knowledge and according to the information and explanationsgiven to us no material fraud by the Company or on the Company by its officers oremployees has been noticed or reported during the year.
11) According to the information and explanations given to us and based on ourexamination of the records of the company the Company has paid/provided managerialremuneration in accordance with the requisite approvals mandated by the provisions ofSection 197 read with Schedule V of the Act.
12) The Company is not a Nidhi Company hence reporting under clause (xii) underparagraph 3 of the CARO 2016 Order is not applicable.
13) 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 188 of the Act where applicable and details of such transactionshave been disclosed in the financial statements as required by the applicable accountingstandards. 14) According to the information and explanations given to us and based on ourexamination of the records of the Company during the year the Company has not made anypreferential allotment or private placement of shares or fully or partly convertibledebentures hence reporting under clause (xiv) of CARO 2016 Order is not applicable.
15) In our opinion and according to the information and explanations given to usduring the year the Company has not entered into any non-cash transactions with itsdirectors or persons connected with him hence reporting under clause (xv) of CARO 2016order is not applicable.
16) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company is not required to be registeredunder section 45-IA of the Reserve Bank of India Act 1934.
for Annadevara Associates
Firm registration number: 04973S
A G Krishna Prasad
Membership No.: 210576
Place: Hyderabad Date: July 30 2020
Annexure B to the Auditor's Report
The Annexure referred to in clause (f) Paragraph 2 under Report on Other Legal and
Regulatory Requirements in Independent Auditors' report to the members of the Companyon the standalone financial statements for the year ended March 31 2020.
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Act.
We have audited the internal financial controls over financial reporting of MSR INDIALIMITED ("the Company") as of March 31 2020 in conjunction with our audit ofthe 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 (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 safeguarding ofits 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 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 deemed tobe prescribed under section 143(10) of the Companies Act 2013 to the extent applicableto an audit of internal financial controls both applicable to an audit of InternalFinancial Controls and both issued by the Institute of Chartered Accountants of India.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 over financial reporting was established and maintained and if suchcontrols operated 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.
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 of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorizations of management and directors of the company; and
(3) provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition use or disposition of the company's assets that could have amaterial 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 and according to the information and explanations given to us theCompany has in all material respects an adequate internal financial controls system overfinancial reporting and such internal financial controls over financial reporting wereoperating effectively as at March 31 2020 based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting issued by the Institute of Chartered Accountants of India.
for Annadevara Associates
Firm registration number: 04973S
A G Krishna Prasad
Membership No.: 210576
Date: July 30 2020