The Members of Nesco Limited
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of Nesco Limited(the Company') which comprise the Balance Sheet as at 31 March 2020 the Statementof Profit and Loss (including Other Comprehensive Income) the Statement of Changes inEquity and the Statement of Cash Flows for the year then ended and notes to thestandalone financial statements including a summary of signi_cant accounting policies andother explanatory information (herein after referred to as the standalone financialstatements').
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 other accounting principles generally accepted in Indiaof the state of affairs of the Company as at 31 March 2020 the Profit and 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) speci_edunder Section 143(10) of the Act. Our responsibilities under those Standards are furtherdescribed in the Auditors Responsibilities for the Audit of the Standalone FinancialStatements section of our report. We are independent of the Company in accordance with theCode of Ethics issued by the Institute of Chartered Accountants of India together with theethical requirements that are relevant to our audit of the standalone financial statementsunder the provisions of the Act and the Rules thereunder and we have ful_lled our otherethical responsibilities in accordance with these requirements and the Code of Ethics. Webelieve that the audit evidence we have obtained is suffiient and appropriate to provide abasis for our opinion.
Key Audit Matters
Key audit matters are those matters that in our professional judgment were of mostsigni_cance 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 that the matters described below tobe the Key Audit Matters to be communicated in the Report:
|Sr. No. Key Audit Matters ||How was the matter addressed in our audit |
|1. Capital work-in-progress / Investment Property || |
|The Company has constructed Tower 04 in Nesco IT Park for providing of_ce space on leave and licence basis to Companies engaged in IT/ITeS and related business activities. In the current year said tower is ready for use and capitalised under Investment Property at Rs.57000.62 lakhs. Timing of capitalization of the project and /or classi_cation of categories of items of Investment Property deciding useful life for depreciation if done incorrectly could result in material misstatement of Investment Property with a consequent impact on depreciation charge and results for the year. ||Ourauditproceduresincludedtestingthedesignimplementation and operating effectiveness of controls in respect of timing of capitalization and recording of additions to items of various categories of Investment property with source documentation substantive testing of appropriateness of the cut-off date considered for capitalization. |
|Refer Note 4(a) & 5 to the Standalone Financial Statements. ||We tested the source documentation to determine whether the expenditure is of Capital nature and has been properly approved and segregated into appropriate categories. |
| ||We reviewed operating expenses to determine appropriateness of accounting. |
| ||Further through site visit we physically veri_ed existence of property and allied assets. |
|2 Enhancement of Company's ERP System: ||We have ensured accurate migration of all the accounting records from Tally to SAP especially closing balances as on the date of migration. |
|During the year the Company has enhanced its ERP system by migrating from Tally ERP to SAP S/4 HANA resulting into a signi_cant change to the financial accounting con_guration which is the core for financial reporting. ||Our audit procedures focused on key processes and controls over the system critical to our audit. These included management of the systems access to the systems automated processes logic check operations back-up and restore. |
|During any period of signi_cant system change there is an increased risk to the internal financial control environment following system integration migration of activities and other changes. ||We updated our understanding of the Company's applications and transitions that have impacted our financial statement audit by carrying out walk through tests. |
Information Other than the Standalone Financial Statements and Auditor's Report Thereon
The Company's Board of Directors is responsible for the preparation of the otherinformation. The other information comprises the information included in the ManagementDiscussion and Analysis Board's Report including Annexures to Board's Report CorporateGovernance and Shareholder's Information but does not include the standalone financialstatements and our auditor's report thereon. Our opinion on the standalone financialstatements does not cover the other information and we do not express any form ofassurance 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 standalone financial statements or our knowledgeobtained during the course of our audit or otherwise appears to be materially misstated.If based on the work we have performed we conclude that there is a material misstatementof this other information we are required to report that fact. We have nothing to reportin this regard.
Management's Responsibility for the Standalone Financial 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 standalone financialstatements that give a true and fair view of the financial position financialperformance changes in equity and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Indian AccountingStandards speci_ed under Section 133 of the Act. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting frauds andother irregularities; selection and application of appropriate implementation andmaintenance of accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the standalonefinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error. In preparing the standalone financialstatements management is responsible for assessing the Company's ability to continue as agoing concern disclosing as applicable matters related to going concern and using thegoing concern basis of accounting unless management either intends to liquidate theCompany or to cease operations or has no realistic alternative but to do so.
The Board of Directors are responsible for overseeing the Company's financial reportingprocess.
Auditor's Responsibility for the Audit of the Standalone Financials Statements
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 in_uence 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 suffiient 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 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 the company hasadequate internal financial controls system in place and the operating effectiveness ofsuch 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 signi_cant 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 tocontinue as a going 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 standalone financial statements may be in_uenced. Weconsider quantitative materiality and qualitative factors in
(i) planning the scope of our audit work and in evaluating the results of our work; and
(ii) to evaluate the effect of any identified misstatements in the standalone financialstatements.
We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and signi_cant audit _ndings including anysigni_cant de_ciencies in the 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 signi_cance 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.
Report on Other Legal and Regulatory Requirements
1) As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of Section 143(11) of the Act we givein the Annexure A a statement on the matters speci_ed in the paragraphs 3 and 4 of theorder 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 the Statement of Profit and Loss including Other ComprehensiveIncome Statement of Changes in Equity and the Statement of Cash Flows dealt with by thisReport are in agreement with the books of account;
(d) In our opinion the aforesaid standalone financial statements comply with theIndian Accounting Standards speci_ed under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014;
(e) On the basis of the written representations received from the directors as on 31March 2020 taken on record by the Board of Directors none of the director is disquali_edas on 31 March 2020 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 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 we report thatIn our opinion and to the best of our information and according to the explanations givento us the remuneration paid by the Company to its directors during the year is inaccordance with the provisions of Section 197 of the Act.
(h) 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 the impact of pending litigations on its financialposition in its standalone financial statements Refer Note 36(1) and (2) to thestandalone financial statements;
(ii) The Company did not have any long term contracts including derivative contractsfor which there were any material foreseeable losses;
(iii) There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company.
For Manubhai & Shah LLP
FRN: 106041W/ W100136
Membership No. 103750
19 May 2020
ANNEXURE A TO THE INDEPENDENT AUDITOR'S REPORT
(Referred to in paragraph 1 under Report on Other Legal and RegulatoryRequirements' section of our report of even date)
(i) (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 veri_cation of its fixed assets bywhich all fixed assets are veri_ed in a phased manner over a period of three years. Inour opinion this periodicity of physical veri_cation is reasonable having regard to thesize of the Company and the nature of its assets. Pursuant to the programme certain fixedassets were physically veri_ed by the management during the year. According to theinformation and explanations given to us no material discrepancies were noticed on suchveri_cation.
(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable propertiesincluded in property plant and equipment are held in the name of the Company. In respectof immovable properties of land that have been taken on lease and disclosed as propertyplant and equipment in the standalone financial statements the lease agreements are inthe name of the Company.
(ii) The inventory has been physically veri_ed by the management during the year. Inour opinion the frequency of such veri_cation is reasonable. The Company has maintainedproper records of inventory. The discrepancies noticed on physical veri_cation ofinventory as compared to book records were not material and have been appropriately dealtwith in the books of accounts.
(iii) According to the information and explanations given to us the Company has notgranted any loans secured or unsecured to companies _rms Limited Liability Partnershipsor other parties covered in the register maintained under Section 189 of the CompaniesAct 2013 (the Act'). Accordingly the provisions of paragraph 3(iii) (a) (b) and(c) of the Order are not applicable to the Company.
(iv) In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Section 185 and 186 of the Act in respect ofgrant of loans making investments and providing guarantees and securities as applicable.
(v) According to the information and explanations given to us the Company has notaccepted any deposits from the public as per the provisions of Section 73 74 75 and 76or any other relevant provisions of the Act and the Rules framed there under to the extentnoti_ed. Accordingly paragraph 3(v) of the Order is not applicable to the Company.
(vi) We are informed that the maintenance of cost records prescribed by the CentralGovernment of India under Section 148(1) of the Act is not applicable in respect of theCompany's business.
(vii)(a) According to the information and explanations given to us and based on therecords of the Company examined by us in our opinion the Company is generally regular indepositing the undisputed statutory dues including Provident Fund Employees' StateInsurance Income-tax Custom Duty Goods and Service Tax Cess and other materialstatutory dues as applicable with the appropriate authorities.
(b) According to the information and explanations given to us and based on the recordsof the Company examined by us in our opinion no undisputed amounts except as disclosedbelow are payable in respect of Provident Fund Employees' State Insurance Income-taxCustom Duty Goods and Service Tax Cess and other material statutory dues as applicablewere in arrears as at 31 March 2020 for a period of more than six months from the datethey became payable
|Nature of dues ||Amount (Rs. in lakhs) ||Period to which the amount relates |
|Income Tax ||14.66 ||AY 2007-08 |
(c) According to the information and explanations given to us and based on the recordsof the Company examined by us the particulars of dues of Income Tax Service Tax SalesTax Customs Duty and Excise Duty Value Added Tax Goods and Service Tax Cess as at 31March 2020 which have not been deposited on accounts of any disputes are as follows:
|Name of the Statute ||Nature of dues ||Amount (Rs. in lakhs) ||Period to which the amount relates ||Forum where the dispute is pending |
|Income Tax ||IT matter under dispute ||7.07 ||AY 2008-09 ||ITAT |
| || ||38.62 ||AY 2010-11 ||ITO |
| || ||49.65 ||AY 2011-12 ||ITO |
| || ||13.15 ||AY 2012-13 ||ITO |
| || ||0.18 ||AY 2013-14 ||ITO |
| || ||2.88 ||AY 2015-16 ||ITO |
| || ||18.80 ||AY 2016-17 ||ITO |
(viii) The Company does not have any loans or borrowings from any financialinstitution banks and Government. Also it did not have any outstanding debentures duringthe year. Accordingly paragraph 3(viii) of the Order is not applicable.
(ix) In our opinion and according to the information and explanations given to us theCompany did not raise any money by way of initial public offer or further public offer(including debt instruments) and term loans during the year. Accordingly paragraph 3(ix)of the Order is not applicable.
(x) According to the information and explanations given to us no fraud by the Companyand no material fraud on the Company by its of_cers or employees has been noticed orreported during the year.
(xi) According to the information and explanations given to us managerial remunerationhas been paid or provided in accordance with the requisite approvals mandated by theprovisions of Section 197 read with Schedule V to the Companies Act 2013.
(xii) In our opinion and according to the information and explanations given to us theCompany is not a Nidhi Company. Accordingly reporting as per paragraph 3(xii) of theOrder is not required.
(xiii) According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with related parties are incompliance with Sections 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the standalone financial statements as required by theapplicable Indian Accounting Standards.
(xiv) According to the information and explanations given 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. Accordingly paragraph 3(xiv) of the Order is not applicable to the Company.
(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 any non-cashtransactions with its directors or persons connected with them. Accordingly paragraph3(xv) of the Order is not applicable to the Company.
(xvi) According to the information and explanations given to us the Company is notrequired to be registered under Section 45-IA of the Reserve Bank of India Act 1934.
For Manubhai & Shah LLP
FRN: 106041W/ W100136
Membership No. 103750
Mumbai 19 May 2020
ANNEXURE B TO THE INDEPENDENT AUDITOR'S REPORT
The Annexure referred to in paragraph 2(f) under "Report on Other Legal andRegulatory Requirements" section of our report of even date
Report on the Internal Financial Controls under Clause
(i) of Sub-section 3 of Section 143 of the Companies Act 2013 ("the Act")
We have audited the internal financial controls over financial reporting of NescoLimited ("the Company") as of 31 March 2020 in conjunction with our audit of thestandalone financial statements of the Company for the year ended on that date.
Management's Responsibility for Internal Financial Controls
The Board of Directors of the Company are responsible for establishing and maintaininginternal financial controls based on the internal control over financial reportingcriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls over FinancialReporting issued by the Institute of Chartered Accountants of India (ICAI'). Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and ef_cientconduct 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 Reportingissued by ICAI (the "Guidance Note") and the Standards on Auditing prescribedunder Section 143(10) of the Act to the extent applicable to an audit of internalfinancial controls. Those Standards and the Guidance Note require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether adequate internal financial controls over financial reporting was established andmaintained and if such controls 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 standalone financial statements whether due to fraud orerror.
We believe that the audit evidence we have obtained is suffiient 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 standalone financial statements for external purposes in accordance withgenerally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that in reasonable detail accurately andfairly re_ect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of standalone 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 standalone 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 31 March 2020 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.
For Manubhai & Shah LLP
FRN: 106041W/ W100136
Membership No. 103750
Mumbai 19 May 2020
CIN : L17100MH1946PLC004886