To the Members of Mukand Engineers Limited Report on the Audit of the FinancialStatements Opinion
We have audited the accompanying Financial Statements of Mukand Engineers Limited("theCompany") which comprises of the Balance Sheet as at March 31 2019 the Statementof Profit and Loss (including Other Comprehensive Income) the Cash Flow Statement and theStatement of Changes in Equity for the year then ended and a summary of significantaccounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid Financial Statements give the information required by theCompanies Act2013 (the 'Act') in the manner so required and give true and fair view inconformity with the accounting principles generally accepted in India including IndianAccounting Standards ('Ind AS') specified under Section 133 of the Act of the state ofaffairs (financial position) of the Company as at 31 March 2019 and its losses (financialperformance including other comprehensive income)its cash flows and the changes in equityfor the year ended on that date.
Basis of Opinion
We conducted our audit in accordance with Standards on Auditing specified under Section143(10) of the Act. Our responsibilities under those standards are further described inthe Auditors Responsibilities for the Audit of the Financial Statements section of ourreport. We are independent of the Company in accordance with the Code of Ethics issued bythe Institute of Chartered Accountants of India ('ICAI') together with the ethicalrequirements that are relevant to our audit of Financial Statements under the provisionsof the Act and the rules thereunder and we have fulfilled our ethical responsibilities inaccordance with these requirements and the Code of Ethics. We believe that the auditevidence we have obtained is sufficient and appropriate to provide a basis for ouropinion.
Key Audit Matters
Key Audit Matters (KAM) are those matters that in our professional judgment were ofmost significance in our audit of the Financial Statements for the financial year ended 31stMarch2019.These matters were addressed in the context of our audit of the FinancialStatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters. For each matter below our description of how auditaddressed the matter is provided in that context.
We have determined the matters described below to be the key audit matters to becommunicated in our report
|Key Audit Matters ||How our audit addressed the key audit matter |
|1.Revenue from Contracts with Customers || |
|The Company has adopted Ind AS 115 "Revenue from Contracts with Customers" which is the new revenue Accounting Standard. ||We assessed the Company's process to identify the impact of adoption of the new revenue accounting standard. Our audit approach consisted testing of the design and operating effectiveness of the internal controls and substantive testing as follows : |
|The application and transition to this new revenue accounting standard is complex and involves certain key judgments relating to identification of distinct performance obligations the appropriateness of the basis used to measure the quantum and the period when the revenue is recognized. Additionally new revenue accounting standard mandates disclosures which involves collation of information in respect of revenue and periods over which the remaining performance obligations will be satisfied subsequent to the balance sheet date. || |
| || Assessed the appropriateness of the Company's revenue recognition accounting policies by comparing with the applicable accounting standards. |
| || Evaluated the design processes and internal controls relating to the new revenue accounting standards. |
| || Selected a sample of continuing and new contracts and tested procedures involving enquiry observation and inspection of evidence in respect of operation of these controls information used in recording and disclosing revenue in accordance with the new revenue accounting standard were carried out. |
|The Company adopted Ind AS 115 and applied the available exemption provided thereinof not restating the comparative period. || |
|Refer to Note-1(v)(ii) to the Financial Statements || Evaluated the appropriateness of the disclosures provided under the new revenue standard and assessed the completeness of the relevant disclosures |
|2. Revenue recognition-Fixed price contracts || |
|The Company inter alia engages in fixed price contracts where revenue is recognized using a percentage of completion computed as per input method based on management's estimate on contract costs (Refer Note-1(v)to the Financial Statements) ||Our audit procedures on revenue recognized from fixed price contracts included: |
| || Obtaining and understanding the systems processes and controls implemented by the management for recording and calculating revenue and the associated contract assets unearned and deferred revenue balances. |
|We identified revenue recognition of fixed price contracts as a KAM considering: || |
| || In respect of selected samples relating to fixed-price contracts we tested that the revenue recognized is in accordance with the accounting standard by : |
| There is an inherent risk around the estimation of the revenues given the customized complex nature and interdependence on performance of these contracts. || |
| || Evaluating the identification of performance obligation |
| Application of revenue recognition accounting standards is complex and involves number of key judgments and estimates including estimating the future cost-to-completion of these contracts which is used to determine the percentage completion of the relevant performance obligations. || Testing management's calculations of the estimation of the contract costs and onerous obligations if any we: |
| || Observed that the estimates of costto complete were reviewed and approved by appropriate levels of management |
| These contracts may involve onerous obligations on the Company that requires critical estimates to be made by the management and || Performed retrospective review of costs incurred with estimated cost to identify significant variations and verify whether those variations have been considered in estimating the remaining cost to complete the contract. |
| At year end a significant amount of work in progress related to these contracts is recognized in the balance sheet. || |
| || Assessed the appropriateness of the work in progress (contract assets) as on balance sheet date by evaluating the underlying documentations to identify possible delays in achieving milestones which may require change in estimated cost to complete the remaining performance obligation and |
| || Performed test of details including analytical review to determine the reasonableness of the contract costs |
| || Reviewed a sample of contracts with unbilled revenues to identify possible delays in achieving milestones which require change in estimated efforts to complete the remaining performance obligations which prevents unauthorized changes to recording of efforts incurred |
|3. Evaluation of uncertain tax positions || |
|The Company operates in multiple jurisdictions and is subject to periodic challenges by local tax authorities on a range of tax matters during the normal course of business including direct and indirect tax matters. This involves significant management judgment to determine the possible outcome of the uncertain tax positions consequently having an impact on related accounting and disclosure in the Financial Statements. ||Our audit procedures include the following substantive procedures: |
| || Obtained details of completed tax assessments and demands for the year ended March 312019 from the management to understand management's underlying assumptions in estimating the tax provision and the possible outcome of the disputes. |
|Refer Note.34to the Financial Statements || Discussed with appropriate senior management and evaluated management's underlying key assumptions in estimating the tax provisions. |
| || Legal precedence and other rulings in evaluating management's position on these uncertain tax positions were also considered. |
| || We also considered the effect of new information in respect of uncertain tax positions as at April2018 to evaluate whether any change was required to management's position on these uncertainties. |
| || Read and analysed select key correspondences external legal opinions/consultations by managements for key uncertain tax positions. |
Information other than the Financial Statements and Auditor's Report thereon
The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Management Discussions and AnalysisBoard Report and its Annexure Corporate Governance and Shareholder's Information butdoes not include the Financial Statements and our auditor's report thereon.
Our opinion on theFinancial Statements does not cover the other information and we donot express any form of assurance conclusion thereon.
In connection with our audit of the Financial Statements our responsibility is to readthe other information and in doing so consider whether the other information ismaterially inconsistent with the Financial Statements or our knowledge obtained in theaudit or otherwise appears to be materially misstated. If based on the work we haveperformed we conclude that there is a material misstatement of this other information weare required to report that fact. We have nothing to report in this regard.
Management's Responsibility for the 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 Financial Statements to give a true and fair view of the financial positionfinancial performance (including other comprehensive income) cash flows and changes inequity of the Company in accordance with the accounting principles generally accepted inIndia including the IndianAccounting Standards specified underSection 133 of the Act.This responsibility alsoincludes maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding of the assets of the Company and forpreventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that are operating effectively for ensuringthe accuracy and completeness of theaccounting records relevant to the preparation and presentation of theFinancialStatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.
In preparing the Financial Statements management is responsible for assessing theCompany's ability to continue as going concern disclosing as applicable matters relatedto going concern and using the going concern basis of accounting unless management eitherintends to liquidate the Company or to cease operations or has no realistic alternativebut to do so.
The Board of Directors isresponsible for overseeing the Company's financial reportingprocess.
Auditors' Responsibility 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 a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered but is not a guarantee that an audit conducted
in accordance with Standards on Auditing (SA) will always detect material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis 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 FinancialStatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under section 143(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 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 FinancialStatements including the disclosures and whether the Financial Statements represent theunderlying transactions 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 (Auditor's Report) Order 2016 issued by theCentral Government of India in terms of sub-Section (11) of the Section 143 of the Act(hereinafter referred to as "the Order") and on the basis of such checks of thebooks and records of the Company as we considered appropriate and according to theinformation and explanations given to us we give in the "Annexure A" astatement on the matters specified in paragraph 3 and 4 of the Order.
2. As required by Section143(3) of the Act we report that:
a. We have sought and obtained all the information and explanations which to thebest of our knowledge 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 it appears from our examination of those books.
c. The Balance Sheet Statement of Profit and Loss (including Other ComprehensiveIncome) Cash Flow Statement and the Statement of Changes in Equity dealt with by thisReport are in agreement with the books of account.
d. In our opinion the aforesaid Financial Statements comply with the IndianAccounting Standards specified under Section 133 of the Act.
e. On the basis of written representations received from the Directors as on March312019 and taken on record by the Board of Directors none of the Directors isdisqualified as on March 31 2019 from being appointed as a Director in terms ofSection164(2) of the Act.
f. With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate report in "Annexure B".
g. With respect to the other matters to be included in the Auditor's Report inaccordance with the requirements of section 197(16) of the Act as amended:
In our opinion and to the best of our information and according to the explanationsgiven to us the remuneration paid/provided by the Company to its Manager during the yearis in accordance with the provisions of section 197 read with Schedule Vof the Act.
h. With respect to the other matters to be included in the Auditors' Reportinaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our knowledge and belief and according to the information andexplanations given to us:
i. The Company has disclosed the impact if any of pending litigations as at March31 2019 on its financial position in its Financial Statements.
ii. The Company has made provision as at March 31 2019 as required under theapplicable law or accounting standards for material foreseeable losses if any onlong-term contracts. The Company has not entered into any Derivative Contracts during thefinancial year.
iii. There has been no delay in transferring amounts required to be transferredtothe Investor Education and Protection Fund by the Company during the year ended March312019
GIRISH M. PATHAK
Membership No. 102016
For and on behalf of
K.K.MANKESHWAR & CO.
Mumbai May 202019
"ANNEXURE A" TO INDEPENDENT AUDITORS' REPORT
(The Annexure referred to in our report to the members of the Mukand EngineersLimited for the year ended March 31 2019.)
(i) In respect of its Fixed Assets:
(a) The Company is maintaining proper records showing full particulars includingquantitative details and situation of fixed assets.
(b) As per the explanation given to us the Fixed Assets were physically verifiedby the Management in accordance with a regular program covering all the assets over aperiod of three years which in our opinion is reasonable having regard to the size ofthe Company and the nature of its assets. Pursuant to the program the management duringthe year has physically verified a portion of the fixed assets and no materialdiscrepancies were noticed on such verification. In our opinion this periodicity ofphysical verification is reasonable having regard to the size of the Company and nature ofits assets.
(c) According to the information and explanations given to us and on the basis ofour examination of the records of the Company the Company does not hold any immovableproperties in its name.
(ii) The physical verification of inventory has been conducted at reasonableinterval by the management during the year. In our opinion the frequency of verificationis reasonable.
(iii) In our opinion and according to information and explanations given to usthe Company has not grantedany loans secured or unsecured to Companies firms or otherparties covered in the register maintained under Section 189 of the Act during the year.Consequently clauses (iii) (a) (iii) (b) and (iii) c of paragraph 3 of the Order are notapplicable to the Company.
(iv) In our opinion and according to the information and explanations given to usthe Company has not granted any loans or provided any guarantees or security in respect ofany loans to any party covered under Section 185 and 186 of the Act. The Company hascomplied with the provisions of 186 of the Act in respect of investments made in any bodycorporate.
(v) In our opinion and according to the information and explanations given to usthe Company has generally complied with the directives issued by the Reserve Bank of Indiaand the provisions of Sections 73 to 76 or any other provisions of the Act and theCompanies (Acceptance of Deposits) Rules 2014 to the extent notified with regard todeposits accepted from the public. The Company not being an "Eligible Company"as defined in Companies (Acceptance of Deposits) Rules 2014 sought and obtained theapproval from the Company Law Board for extension in time limit for repayment of PublicDeposits outstanding as on March 312015 on the respective due dates of maturity.
(vi) The Central Government has not prescribed the maintenance of cost recordsunder Section 148(1) of the Act for any of the services rendered by the Company.
(vii) In respect of Statutory Dues:
(a) According to the information and explanations given to us and the records of theCompany examined by us in our opinion the Company is generally regular in depositingundisputed statutory dues including Provident FundEmployee State Insurance Corporation(ESIC) Income Tax Goods and Service Tax Custom Duty Cess and other material statutorydues applicable to it with the appropriate authorities. Some delays have been observed inthe payment of Income Tax Goods and Services Tax and Cess. As explained to us there wereno dues towards Custom Duty Wealth Tax and Excise Duty during the year.
(b) According to information and explanations given to us there were no undisputedamounts payable in respect of Provident FundEmployee State Insurance Corporation IncomeTax Goods and Service Tax Cess and other material statutory dues in arrears as on 31stMarch2019 for a period of more than six months from the date they become payable.
(c) According to information and explanations given to us upon our enquiries in thisregard and records of the Company the following statutory dues in respect of Income TaxWorks Contract Tax Entry Tax and Service Tax as at 31st March 2019 have notbeen deposited by the Company on account of disputes:
|Nature of dues ||Amount (?) ||Period to which the amount relates ||Forum where the dispute is pending |
|Income Tax ||8622250 ||2000-20012001-2002 ||High Court of Bombay |
|Income Tax ||8455448 ||1999-2000 2005-2006 ||Income Tax Appellate Tribunal |
|Income Tax ||18791813 ||2013-2014 2015-2016 ||Commissioner of Income Tax-Appeal |
|Income Tax ||9895634 ||2002-2003 to 2012-2013 ||Income Tax Department Authorities |
|Works Contracts Tax ||7583974 ||2001-2002 and 2002-2003 ||High Court-UP & Odisha |
|Works Contracts Tax ||22076799 ||2001-2002 to 2004-2005 2011-2012 2012-2013 2014-2015 ||Sales Tax Department Authorities |
|Entry Tax ||811173 ||1999-2000 to 2002-2003 ||High Court Odisha |
|Entry Tax ||127835 ||2003-2004 and 1999-2000 ||Asst. Commissioner (Sales Tax) |
|Service Tax ||9988826 ||2011-2012 ||Commissioner Appeal-Service Tax -Mumbai |
|Service Tax ||8463618 ||2009-2010 and 2011-2012 ||Commissioner Appeal-Service Tax-Thane |
|Service Tax ||8778646 ||2008-2009 and 2009-2010 ||Commissioner Appeal-ServiceTax-Mumbai |
(viii) According to the records of the Company examined by
us and information and explanations given to us the Company has not defaulted inrepayment of dues to any financial institution or banks during the year.There are no duesto any Debenture holders.
(ix) The Company did not raise any money by way of initial public offer or furtherpublic offer (including debt instruments) and term loans during the year. Accordinglyclause (ix) of paragraph 3 of the Order is not applicable.
(x) During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyinstance of material fraud on or by the Company noticed or reported during the year norhave we been informed of such case by the Management.
(xi) According to the information and explanations give to us and based on ourexamination of the records of the Company the Company has paid/provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofSection 197 read with Schedule V to the Act.
(xii) In our opinion and according to the information and explanations given to usthe Company is not a Nidhi Company. Accordingly clause (xii) of paragraph 3 of the Orderis not applicable.
(xiii) 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 177 and 188 of the Act where applicable. The details of relatedparty transactions have been disclosed in the Notes to the Financial Statements asrequired by the applicable accounting standard.
(xiv) According to the information and explanations give to us and based on ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year.
(xv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not entered into non-cashtransactions with Directors or persons connected with him. Accordingly clause (xv) ofparagraph 3 of the Order is not applicable.
(xvi) The Company is not required to be registered under Section 45-IA of theReserve Bank of India Act 1934. Accordingly the provisions of clause (xvi) of paragraph 3of the Order are not applicable to the Company.
GIRISH M. PATHAK
Membership No. 102016
For and on behalf of
K.K.MANKESHWAR & CO.
Mumbai May 20 2019
"ANNEXURE B" TO INDEPENDENT AUDITORS' REPORT
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 MukandEngineers Limited ("the Company") as of March 312019 in conjunction withour audit of the 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 Reporting (the"Guidance Note") issued by the Institute of Chartered Accountants of India(ICAI'). These responsibilities include the design implementation and maintenanceof adequate internal financial controls that were operating effectively for ensuring theorderly and efficient conduct of its business including adherence to Company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013 ("theAct").
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 and the Standards on Auditing deemed to be prescribed under Section143(10) of the Act to the extent applicable to an audit of internal financial controlsboth applicable to an audit of Internal Financial Controls and both issued by ICAI. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand 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 topermit preparation of Financial Statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the Company are being madeonly in accordance 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 the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31st March 2019 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.
GIRISH M. PATHAK
Membership No. 102016
For and on behalf of
K.K.MANKESHWAR & CO.
Mumbai 20th May 2019