Noesis Industries Ltd.
|BSE: 530435||Sector: Others|
|NSE: NOESISIND||ISIN Code: INE141B01020|
|BSE 00:00 | 02 Dec||Noesis Industries Ltd|
|NSE 05:30 | 01 Jan||Noesis Industries Ltd|
|BSE: 530435||Sector: Others|
|NSE: NOESISIND||ISIN Code: INE141B01020|
|BSE 00:00 | 02 Dec||Noesis Industries Ltd|
|NSE 05:30 | 01 Jan||Noesis Industries Ltd|
To the Members
NOESIS INDUSTRIES LIMITED
1. Report on the Financial Statements
We have audited the accompanying financial statements of Noesis Industries Limited(the Company') which comprise the Balance Sheet as at March 31 2017 and theStatement of Profit and Loss and the Cash Flow Statement for the year then ended and asummary of significant accounting policies and other explanatory information.
2. Management's responsibility for the Financial Statements
The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese financial statements that give a true and fair view of the financial positionfinancial performance and cash flows of the Company in accordance with the Accountingprinciples generally accepted in India including the accounting standards specified undersection 133 of the act read with rule 7 of the Companies (Accounts) Rules 2014. Thisresponsibility also includes the maintenance of adequate accounting records in accordancewith the provisions of the act for safeguarding the assets of the company and forpreventing and detecting the frauds and other irregularities; selection and application ofappropriate accounting policies; making judgment and estimates that are reasonable andprudent; and design implementation and maintenance of internal financial control thatwere operating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of financial statements that give atrue and fair view and are free from material misstatement whether due to fraud or error.
3. Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on ouraudit.
We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the act and the rules made there under.
We conducted our audit in accordance with the Standards on Auditing specified undersection 143 (10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor'sjudgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error. In making those risk assessments the auditorconsiders internal control relevant to the Company's preparation of the financialstatements that give true and fair view in order to design audit procedures that areappropriate in the circumstances. An audit also includes evaluating the appropriateness ofaccounting policies used and the reasonableness of the accounting estimates made byCompanies directors as well as evaluating the overall presentation of the financialstatements.
4. Basis for Qualified Opinion
Reference is invited to
(i) Note No. 22.11 Regarding the financial statements of the company being prepared ona going concern basis notwithstanding the fact that there are no operations Loss ofRs.76.12 Lacs has been incurred during the year net worth is minus Rs. 23877.15 Lacs anddefaults towards repayment of dues to banks and financial institution are of Rs. 21915.19Lacs with no sign of revival. We are of the opinion that there is no feasibility for thecompany to carry on as a going concern.
(ii) Note No. 22.07 regarding non availability of confirmations in respect of debitand/or credit balances of loans advances deposits trade payable and lenders In theabsence of such confirmations any provision to be made for the adverse variation incarrying of amounts of these balances cannot be quantified as well as the quantum ofadjustment if any required to be made remains unascertained.
(iii) Note No. 22.16 regarding Non-provision of Interest on recalled banks loansdeclared as NPA of Rs. 434710019/-(Previous year Rs. 377314451/-) resulting inunderstating of loss by Rs.43.47 crores (Previous year Rs. 37.73 crores) andunderstatement of minus net worth by Rs. 43.47 crores for current year and understatementof cumulative minus net worth by Rs. 113.77 crores from 01.04.2014 i.e from the date ofnon provision of interest on N.P.A Accounts.
(iv) Note No. 22.12 regarding non provision of penal interest on recalled banks loansdeclared as NPA. Liability for penal interest payable has not been quantified owing todiscretionary nature of such charges.
5. Qualified Opinion
In our opinion and to the best of our information and according to the explanationgiven to us except for possible effects of the matters described in paragraph 4 above -the basis of qualified opinion the financial statements give a true and fair view :-
(i) In the case of the Balance sheet of the state of affairs of the company as at 31stMarch 2017;
(ii) In the case of Statement of Profit and Loss of the Loss for the year ending on 31stMarch 2017.
(iii) In the case of the Cash Flow Statement of the Cash flow for the year ending on31st March 2017.
6. Emphasis of Matter
(i) We draw attention to note no. 22.13 of the financial statements regarding recallingof loans by the lending consortium of bankers issue of notices under SARFAESI ACT 2002recovery proceedings initiated with debt recovery tribunal and taking over symbolicpossession of Immovable properties and inventories by the lenders.
(ii) We draw attention to note no. 3 of the financial statements regarding totaldeficit in the statement of profit and loss account of Rs. 26510.06 Lacs (Previous yearRs. 26433.94 Lacs) representing accumulated losses and complete erosion of net worth withno operation.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the financial statements
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 the Actin the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India:
(i) in the case of the Balance sheet of the state of affairs of the company as atMarch 31 2017;
(ii) in the case of the Statement of Profit and Loss of the loss for the year ended onthat date; and
(iii) in the case of the Cash Flow Statement of the cash flows for the year ended onthat date.
8. 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 subsection 11 of section 143 of theAct We give in the Annexure A' statement on the matter specified in paragraphs 3& 4 of the order.
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 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 and Cash Flow Statement dealt withby this report are in agreement with the books of account;
d) In our opinion the Balance Sheet Statement of Profit and Loss and Cash FlowStatement comply with the Accounting Standards referred to in section 133 of the CompaniesAct 2013 read with rule 7 of the Companies (Accounts) Rules 2014 except non provisionof gratuity and leave encashment liabilities on actuarial basis.
e) On the basis of written representations received from the directors as on March 312017 and taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2017 from being appointed as a director in terms of sub section (2) ofsection 164 of the Companies Act 2013.
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' and .
g) With respect to the other matters included in the auditor's report and to best ofour information and according to the explanation given to us.
1) The company has disclosed the impact of pending litigation on its financial positionin its financial statement.
2) The company has made provision as required under the applicable law or AccountingStandards for material foreseeable losses if any on long term contracts includingderivative contracts.
3) No amount is required to be transferred to the investor's education and protectionfund by the company.
4) The company has provided requisite disclosure in the financial statement as toholdings as well as dealings in specified bank notes during the period 8thNovember 2016 to 30th December 2016. Refer note No.22.09 based on auditprocedures and relying on the management representation we report that the disclosures arein accordance with books of account maintained by the Company and as produced to us by theManagement .
Annexure A' to the Independent Auditors' Report of even date
The Annexure referred to in paragraph 1 under "Report on Other Legal andRegulatory requirements" section of our report of even date
(i) In Respect of its Fixed Assets:
(a) he company is maintaining records showing particulars including quantitativedetails and situation of fixed assets;
(b)These fixed assets have been physically verified by the management at reasonableintervals in accordance with regular programme of verification. According to theinformation and explanation given to us no material discrepancies were noticed on suchverification. But the properties (Land and Building) of the company situated at Bhiwadiand IMT Manesar are under symbolic possession of the lender Banks.
(c) The title deeds of immovable properties are held in the name of the company.
(ii) In Respect of its inventory:
According to the information and explanations given to us the stock is under symbolicpossession of the lenders banks.
(iii) According to information and explanations given to us the company has notgranted loans secured or unsecured to companies firms Limited Liability Partnerships orother parties covered in the register maintained under section 189 of the Companies Act2013.
(iv) According to information and explanations given to us the Company has compliedwith the provisions of section 185 and 186 of the Companies Act 2013 in respect of loansinvestments guarantees and security.
(v) According to information and explanations given to us the company has not acceptedany deposits during the year.
(vi) According to the information and explanations given to us the Central Governmenthas not prescribed maintenance of cost records under sub-section (1) of section 148 of theCompanies Act 2013.
(vii) (a) According to the information and explanations given to us undisputed amountsin respect of dues including provident fund investor education and protection fundemployees' state insurance income-tax VAT wealth tax service tax customs duty exciseduty cess and any other statutory dues as applicable which were outstanding as at March312017 for period of more than six months from the date they became payable are Rs 108.71lacs (excluding interest) as on the balance sheet date.
(b) According to the information and explanations given to us following dues have notbeen admitted as payable on account of disputes/ appeals pending with appropriateauthorities:
*The above figures are exclusive of interest if any payable thereon.
(c) Based on the information and explanations obtained the company has no liability orrequirement to transfer any amount to Investor Education & Protection Fund inaccordance with relevant provisions of the Act and rules there under.
(viii) According to the information and explanations given to us the Company hasdefaulted in re-payment of dues to financial institution and banks amounting to Rs.21915.19 lacs as at 31.03.2017 default towards principal amount is Rs. 15950.00 lacsand towards interest is Rs. 5975.19 lacs. The default started from the period beginningfrom January 2012 and continue till the date of our audit.
(ix) The Company has not raised moneys by way of initial public offer or further publicoffer (including debt instruments) and term loans during the year.
(x) We have not noticed or reported any fraud by the company or any fraud on theCompany by its officers or employees during the year
(xi) No managerial remuneration is paid or provided during the year except for thedirectors meeting fees of Rupees one lac.
(xii) As this is not a nidhi company the provision in respect thereof are notapplicable.
(xiii) According to the information and explanations given to us all transactions withthe related parties are in compliance with sections 177 and 188 of Companies Act 2013where ever applicable and the details have been disclosed in the Financial Statementsetc. as required by the applicable accounting standards.
(xiv) According to the information and explanations given to us the company has notmade any preferential allotment or private placement of shares or fully or partlyconvertible debentures during the year under review.
(xv) According to the information and explanations given to us the company has notentered into any non-cash transactions with directors or persons connected with him andthe provisions of section 192 of Companies Act 2013 have been complied with;
(xvi) The provisions of section 45-IA of the Reserve Bank of India Act 1934 are notapplicable to the company.
ANNEXURE TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTSOF NOESIS INDUSTRIES 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 NoesisIndustries Ltd. ("the Company") as of March 31 2017 in conjunction with ouraudit 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 Reportingissued by the Institute of Chartered Accountants of India. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe 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 Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate 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 financial statements whether due to fraud or error. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for my /our audit opinion on the Company's internal financial controls system overfinancial 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 unauthorised 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 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 March 31 2017 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.