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Waa Solar Ltd.

BSE: 541445 Sector: Infrastructure
NSE: N.A. ISIN Code: INE799N01012
BSE 00:00 | 25 Sep 41.65 0.80
(1.96%)
OPEN

41.65

HIGH

41.65

LOW

41.65

NSE 05:30 | 01 Jan Waa Solar Ltd
OPEN 41.65
PREVIOUS CLOSE 40.85
VOLUME 104000
52-Week high 41.65
52-Week low 15.35
P/E 2.69
Mkt Cap.(Rs cr) 28
Buy Price 41.65
Buy Qty 1600.00
Sell Price 41.65
Sell Qty 800.00
OPEN 41.65
CLOSE 40.85
VOLUME 104000
52-Week high 41.65
52-Week low 15.35
P/E 2.69
Mkt Cap.(Rs cr) 28
Buy Price 41.65
Buy Qty 1600.00
Sell Price 41.65
Sell Qty 800.00

Waa Solar Ltd. (WAASOLAR) - Auditors Report

Company auditors report

Standalone

TO THE MEMBERS OF WAA SOLAR LIMITED

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS

1. OPINION

We have audited the accompanying financial statements of Waa Solar Limited (the Company) which comprise the Balance Sheet as at 31 March 2019 the Statement of Profit and Loss and statement of cash flows for the year then ended and notes to the financial statements including a summary of significant accounting policies and other explanatory information (hereinafter referred to as financial statements).

In our opinion and to the best of our information and according to the explanations given to us except for the effects of the matters described in the Basis for Qualified Opinion section of our report the aforesaid financial statements give the information required by the Companies Act 2013 (the Act) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

A) In the case of the Balance Sheet of the state of affairs of the Company as at March 31 2019;

B) In the case of the Statement of Profit and Loss of the Profit for the year ended on that date; and

C) In the case of the Cash Flow Statement of the Cash Flows for the year ended on that date.

2. BASIS FOR QUALIFIED OPINION

1. Consequent to action under section 132 of the Income Tax Act in Madhav Group of Company during November 2016 searches/surveys was carried out at various places. The searches resulted in seizure/ impounding of documents.

Based on survey department issued notices for filling returns from the year 2010-2011 to 2015-16 accordingly returns for the above year were filed. Subsequently the Company has filled application to Hon'ble Income Tax Settlement Commission disclosing additional / unaccounted income of Rs. 13.43 crores for the above years. The Hon'ble Income Tax Settlement Commission has admitted the application u/s 245D (1) of the Income Tax Act. The case is pending before Hon'ble Income Tax Settlement Commission.

Effect of the said disclosure and tax liability is not given in the books of accounts.

2. Non passing of entry in respect of share of Profit/Loss of Partnership Firm Prakash Powers in which the Company share of Profit/Loss is 97%.

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

3. KEY AUDIT MATTERS

Key audit matters are those matters that in our professional judgement were of most significance in our audit of the standalone financial statements of the current period. We have determined that there are no key audit matters to be communicated in our report.

4. MANAGEMENT'S RESPONSIBILITY FOR THE FINANCIAL STATEMENT

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including the Accounting Standards specified under Section 133 of the Act. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design implementation and maintenance of internal financial control that were operating effectively for ensuring the accuracy and completeness of the accounting records relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement whether due to fraud or error.

In preparing the financial statements the management is responsible for assessing the Company's ability to continue as a going concern disclosing as applicable matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company's financial reporting process.

5. AUDITOR'S RESPONSIBILITY FOR THE AUDIT OF THE FINANCIAL STATEMENT

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement whether due to fraud or error and 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 audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if individually or in the aggregate they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

 Identify and assess the risks of material misstatement of the financial statements whether due to fraud or error design and perform audit procedures responsive to those risks and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error as fraud may involve collusion forgery intentional omissions misrepresentations or the override of internal control.

 Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act if applicable we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.

 Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

 Conclude on the appropriateness of management's use of the going concern basis of accounting and based on the audit evidence obtained whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists we are required to draw attention in our auditor's report to the related disclosures in the 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's report. However future events or conditions may cause the Company to cease to continue as a going concern.

 Evaluate the overall presentation structure and content of the financial statements including the disclosures and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding among other matters the planned scope and timing of the audit and significant audit findings including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence and where applicable related safeguards.

6. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

As required by the Companies (Auditor's Report) Order 2016 (the Order) issues by the Central Government in terms of sub-section (11) of section 143 of the Act and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us we give in the Annexure A a statement on the matters specified in the paragraph 3 and 4 of the said Order to the extent applicable.

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 best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion proper books of account as required by law except for the effects of the matters described in the Basis for Qualified Opinion section of our report have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014.

e) On the basis of written representations received from the directors as on 31 March 2019 taken on record by the Board of Directors none of the directors is disqualified as on 31 March 2019 from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls refer to our separate report in `Annexure B' and

g) In our opinion and to the best of our information and according to the explanations given to us we report as under with respect to the other matters included in the Auditor's Report in accordance with the Rule 11 of the Companies (Audit and Auditors) Rules 2014:

I. The Company does not have any pending litigations which would impact its financial position.

II. The Company did not have any long-term contracts including derivative contracts as such the question of commenting on any material foreseeable losses thereon does not arise.

III. There has been no delay in transferring amounts required to be transferred to the Investor Education and Protection Fund by the Company.

For CHANDRAKANT & SEVANTILAL & J.K. SHAH & Co.

CHARTERED ACCOUNTANTS

FRN:101676W

H.B. Shah M. No.: 016642

PARTNER

Place: VADODARA

Date: 29/06/2019

ANNEXURE-B TO THE AUDITORS' REPORT

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 WAA SOLAR LIMITED as of March 31 2019 in conjunction with our audit of the financial statements for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business including adherence to company's policies the safeguarding of its assets the prevention and detection of frauds and errors the accuracy and completeness of the accounting records and the timely preparation of reliable financial information as required under the Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the Guidance Note) and the Standards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 to the extent applicable to an audit of internal financial controls both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance 168 Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting assessing the risk that a material weakness exists and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company's internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition use or disposition of the company'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 financial reporting including the possibility of collusion or improper management override of controls material misstatements due to error or fraud may occur and not be detected. Also projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the Company has in all material respects an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31 2019 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For CHANDRAKANT & SEVANTILAL & J.K. SHAH & Co.

CHARTERED ACCOUNTANTS

FRN:101676W

H.B. Shah

M. No.: 016642

PARTNER

Place: VADODARA

Date: 29/06/2019

ANNEXURE TO INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF WAA SOLAR LIMITED ON THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2019.

(Referred to in paragraph 7 under the heading of Report on other legal and regulatory requirements of our report of even date)

1. a) The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets.

b) Major portion of fixed assets has been physically verified during the year by the management in accordance with a programme of verification which in our opinion provides for physical verification of all the fixed assets at reasonable interval. No material discrepancies were noticed on such physical verification.

c) According to the information and explanations given to us and on the basis of our examination of the records of the Company the title deeds of immovable properties are held in the name of the Company.

2. As explained to us the inventories were physically verified by the management at reasonable intervals during the year and no material discrepancies were noticed on such verification.

3. The Company has granted interest free Unsecured Loan to the Companies covered in the register maintained under section 199 of the Companies Act. 2013.

a) The terms and conditions of grant of such loan are not prejudicial to the company's interest except non charging of interest on the loan granted.

b) There is no stipulation for the repayment of principal amount and interest is not charged on the loan. The principal amount outstanding is Rs. 114508147/- as on 31/03/2019 on which interest is not charged.

4. In our opinion and according to the information and explanations given to us the Company has complied with the provisions of Section 185 and 186 of the Act with respect to the loans and investments made and guarantees given to the Companies in which Directors of the Company are interested.

5. In our opinion and according to the information and explanations given to us the Company has not accepted any deposits from public during the year. Accordingly the provision of Clause 3(V) of the Companies (Auditor's Report) is not applicable to the Company.

6. The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act for any of the product manufactured by the Company.

7. a) According to the information and explanation given to us and on the basis of our examination of the records of the Company amount deducted / accrued in the books of account in respect of undisputed statutory dues including provident fund employees' state insurance income-tax duty of custom GST cess and other material statutory dues have been generally regularly deposited during the year by the Company with the appropriate authorities. According to the information and explanations given to us no undisputed amounts payable in respect of such statutory dues were in arrears as at 31st March 2019 for a period of more than six months from the date they became payable except Income Tax of Rs. 6385000 for A.Y. 2019-20.

b) According to information and explanation given to us there are no disputed income tax sales tax excise duty service tax and Goods and Service Tax which have not been deposited on any account of dispute.

8. The Company has not defaulted in repayment of any loans or borrowings from any financial institution banks government or debenture holders during the year. Accordingly provision of Clause 3(viii) of the Companies (Auditor's Report) order 2016 is not applicable to the Company.

9. The Company has raised money by way of initial/further public offer and money raised were applied for the purposes for which they were raised..

10. According to the information and explanation given to us no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

11. According to the information and explanation given to us and based on our examination of the records of the Company remuneration has been paid to the Managerial persons in accordance with the requisite approvals mandated by the provisions of the section 197 read with Schedule V to the Companies Act 2013.

12. In our opinion and according to the information and explanations given to us the Company is not a Nidhi Company. Accordingly provision of Clause 3(xii) of the Companies (Auditor's Report) order 2016 is not applicable to the Company.

13. According to the information and explanation given to us and based on our examination of the records of the Company transaction with the related parties are in compliance with sections 177 and 198 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.

14. According to the information and explanation given to us and based on our examination of the records of the Company the Company has not made preferential allotment during the year.

15. According to the information and explanation given to us and based on our examination of the records of the Company the Company has not entered in to non-cash transactions with directors or persons connected with him. Accordingly provision of Clause 3(xv) of the Companies (Auditor's Report) order 2016 is not applicable to the Company.

16. The Company is not required to be registered under Section 45 -IA of the Reserve Bank of India Act 1934.

For CHANDRAKANT & SEVANTILAL & J.K. SHAH & Co.

CHARTERED ACCOUNTANTS

FRN:101676W

H.B. Shah

M. No.: 016642

PARTNER

Place: VADODARA

Date: 29/06/2019

   

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