To the Members of Pulz Electronics Limited
Report on the Audit of the Financial Statements
We have audited the accompanying financial statements of Pulz Electronics Limited("the Company") which comprise the Balance Sheet as at 31st March 2019 theStatement of Pro t and Loss and Cash Flow Statement for the year then ended and a summaryof the signi cant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by theCompanies Act 2013 in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India of the state of affairs of theCompany as at 31st March 2019 and its pro t and its cash ows 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 Companies Act 2013. Our responsibilities under thoseStandards are further described in the Auditor's Responsibilities for the Audit of theFinancial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Companies Act 2013 and the Rules thereunder and we have ful lled our other ethical responsibilities in accordance with theserequirements and the Code of Ethics. We believe that the audit evidence we have obtainedis suf cient and appropriate to provide a basis for our opinion.
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 Annual Report but does not includethe financial statements and our Auditor's Report thereon.
Our opinion on the financial 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 during thecourse of our audit or otherwise appears to be materially misstated. If based on the workwe have performed we conclude that there is a material misstatement of this otherinformation; we are required to Report that fact. We have nothing to Report in thisregard.
Responsibility of Management and Those Charge with Governance for the Financial
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 financials position financial performance changes in equityand cash flows of the Company in accordance with the accounting principles generallyaccepted in India including the other accounting Standards speci ed under Section 133 ofthe Act. This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing 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 were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.
In preparing the financial statements the Board of Directors is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.
The Board of Directors are responsible for overseeing the Company's financial Reportingprocess.
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 high level of assurance but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to in uence 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 financial statementswhether due to fraud or error design and perform audit procedures responsive to thoserisks and obtain audit evidence that is suf cient 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 financial controls relevant to the audit in orderto design audit procedures that are appropriate in the circumstances. Under section143(3)(I) of the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls system in place and the operatingeffectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the 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 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 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 signi cant audit ndings including any signicant de ciencies 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 withthose charged with governance we determine those matters that were of most signi cance inthe audit of the financial statements of the current period and are therefore the keyaudit matters. We describe these matters in our Auditor's Report unless law or regulationprecludes public disclosure about the matter or when in extremely rare circumstances wedetermine that a matter should not be communicated in our Report because the adverseconsequences of doing so would reasonably be expected to outweigh the public interestBenefits 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 "Annexure A" a statement on the matters speci ed in paragraphs 3 and 4 of theOrder.
Further to our comments in "Annexure A" as required by Section 143(3) of theAct 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 the Statement of Profit and Loss and the Statement of Cash Flowdealt with
by this Report are in agreement with the relevant books of account.
d) In our opinion the aforesaid financial statements comply with the AccountingStandards speci ed under 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 2019 taken on record by the Board of Directors none of the directors is disquali edas on March 31 2019 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". Our report expresses an unmodi ed opinion onthe adequacy opinion on the adequacy and operating effectiveness of the Company's internalfinancial control over financial reporting.
g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 as amended inour opinion and to the best of our information and according to the explanations given tous:
i. The Company does not have any pending litigations which would impact its financialposition.
ii. The Company has not entered into any long term contracts including derivativecontracts for which there were any material foreseeable losses as required under theapplicable law or Indian Accounting Standards.
iii. There has been no delay in transferring the amounts required to be transferredto the Investor Education and Protection Fund by the Company.
Annexure "A" to the Independent Auditor's Report
(Referred to in Paragraph 1 under the heading of "Report on Other Legal andRegulatory
Requirements"of our report of even date)
(i) a) The Company has maintained proper records showing full particulars includingquantitative details and situation of xed assets.
b) As explained to us the xed assets have been physically veri ed by the management inaccordance with the phased programme of veri cation which in our opinion is reasonablehaving regard to the size of the Company and the nature of its assets. According toinformation and explanation 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 properties asincluded in Note 11 on Fixed Assets to the financial statements are held in the name ofthe Company.
(ii) As explained to us the inventories were physically veri ed during the period bythe management at reasonable intervals and no material discrepancies were noticed on suchphysical veri cation.
(iii) According to the information and explanations given to us the Company has notgranted any loans secured or unsecured to companies rms Limited Liability Partnershipor other parties covered in the register maintained under Section 189 of the Act.Accordingly Clause 3 (iii) (a) (b) and (c) of the Order are not applicable and hence notcommented upon.
(iv) According to the information and explanations given to us the Company has notgranted any loans made investment or provided guarantee. Hence reporting under Clause3(iv) of the Order is not applicable.
(v) The Company has not accepted any deposits from the public. Accordingly Clause 3(v)of the
Order is not applicable.
(vi) The Cost records prescribed under Section 148(1) of the Act is not applicable tothe Company and hence Clause 3(vi) of the Order is not applicable.
(vii) (a)According to the information and explanations given to us and the records ofthe Company examined by us in our opinion the Company is generally been regular indepositing undisputed statutory dues including Provident Fund Employees' State InsuranceIncome Tax Sales Tax Service tax Custom duty Excise duty value added tax cess andother statutory dues as applicable with the appropriate authorities. There were noundisputed amounts payable in respect of Provident Fund Employees' State InsuranceIncome tax Sales Tax Service Tax Customs Duty Excise Duty Value Added Tax Cess andother material statutory dues in arrears as at March 31 2019 for a period of more thansix months from the date they become payable.
(b) There were no dues which have not been deposited in respect of Income tax SalesTax Service Tax Customs Duty Excise Duty and Value Added Tax on account of any dispute.
(viii) In our opinion and according to information and explanation given to us theCompany has not defaulted in repayment of its loans and borrowings to financialinstitutions bank government or dues to debentures holders.
(ix) In our opinion and according to information and explanation given to us theCompany has not taken any Term Loan hence Clause 3(ix) of the order for utilisation ofTerm Loan for the purpose for which they were raised is not applicable. The Company hasnot raised any money by way of initial Public Offer or further public offer during theyear
(x) Based upon the audit procedures performed and according to the information andexplanations given to us no fraud by the Company or any fraud on the Company by itsOfficer/employees has been noticed or reported during the period nor have we been informedabout any such case by the Management.
(xi) In our opinion and according to information and explanations given to us theCompany has paid/provided remuneration in accordance with requisite approvals mandated bythe provisions of section 197 read with schedule V of the Companies Act 2013.
As the Company is not Nidhi Company the reporting under clause 3(xii) of the Order isnot applicable.
(xiii) In our opinion and according to the information and explanations given to us theCompany is in compliance with Section 177 and 188 of the Companies Act 2013 whereapplicable for all transactions with the related parties and the details of related partytransactions have been disclosed in the financial statements etc. as required by theapplicable accounting standards.
(xiv) During the period the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures and hence reporting underclause 3(xiv) of the order is not applicable to the Company.
(xv) In our opinion and according to the information and explanations given to usduring the period the Company has not entered into any non-cash transactions with itsdirectors or persons connected with him and hence provisions of section 192 of theCompanies Act 2013 are not applicable.
(xvi) The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934.
Annexure "B" to the Independent Auditor's Report
(Referred to in Paragraph 2(f) under the heading of "Report on Other Legal andRegulatory
Requirements' of our report of even date)
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 PulzElectronics Limited ("the Company") as of March 31 2019 in conjunction with ouraudit of the financial statements of the Company for the period 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 ef cient 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 to the extent applicable toan audit of internal financial controls both issued by the Institute of CharteredAccountants of India. 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 judgement 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 suf cient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly re ect 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 to the best of information and explanations given to us the Companyhas in all materials respects an adequate internal financial controls system overfinancial reporting and such financial controls over financial reporting are operatingeffectively as at March 31 2019 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.
| ||For KNP AND ASSOCIATES |
| ||Chartered Accountants |
| ||Firm Regn. No. 142448W |
| ||CA Nisha Unadkat |
|Place: Mumbai ||Partner |
|Dated: May 30 2019 ||Mem.No. 145206 |