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Worth Peripherals Ltd.

BSE: 535008 Sector: Industrials
NSE: WORTH ISIN Code: INE196Y01018
BSE 05:30 | 01 Jan Worth Peripherals Ltd
NSE 00:00 | 24 Apr 58.70 -4.30
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Worth Peripherals Ltd. (WORTH) - Auditors Report

Company auditors report

To the Members

WORTH PERIPHERALS LIMITED

(Formerly Known as Worth Peripherals Pvt. Ltd.) Indore

Report on the Financial Statements

We have audited the accompanying Financial Statements of WORTH PERIPHERALS LIMITED(FORMERLY KNOWN AS WORTH PERIPHERALS PVT LTD) (hereinafter referred to as ‘thecompany') comprising of the Balance Sheet as at 31 March 2018 the Statement of Profit& Loss the Cash Flow Statement for the period 1 April 2017 to 31 March 2018 and asummary of significant accounting policies & other explanatory information(hereinafter referred to as "the Financial Statements").

Management's Responsibility for the financial statements

The Company's Board of Directors is responsible for the preparation of these financialstatements in terms of the requirements of the Companies Act 2013 (hereinafter referredto as "the Act") 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. Therespective Board of Directors of the company are responsible for maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the company and for preventing and detecting frauds and other irregularities;the selection and application of appropriate accounting policies; making judgments andestimates that are reasonable and prudent; and the design implementation and maintenanceof adequate internal financial controls that were operating effectively for ensuring theaccuracy and completeness of the accounting records relevant to the preparation andpresentation of the financial statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error which have been used for the purposeof preparation of the financial statements by the Directors of the Company as aforesaid.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on ouraudit. While conducting the audit we have taken into account the provisions of the Actthe accounting and auditing standards and matters which are required to be included in theaudit report under the provisions 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 andthe disclosures in the financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers internal financial control relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances but not for the purpose of expressing an opinionon whether the Company has an adequate internal financial controls system over financialreporting in place and the operating effectiveness of such controls. An audit alsoincludes evaluating the appropriateness of the accounting policies used and thereasonableness of the accounting estimates made by the Company's Board of Directors aswell as evaluating the overall presentation of the financial statements.

We believe that the audit evidence obtained by us is sufficient and appropriate toprovide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the financial statements give the information required by the Act in themanner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India:

(a) In the case of the Balance Sheet of the state of affairs of the Company as atMarch 31 2018;

(b) In the case of the Statement of Profit and Loss Account of the profit for theperiod ended on that date;

(c) In the case of the Cash Flow Statement of the cash flows for the period ended onthat date.

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 subsection (11) of Section 143 ofthe Act based on the comments in the auditor's report of the company we give in the"Annexure-A" a statement on the matters specified in paragraphs 3 and 4 of theOrder to the extent applicable.\

2. As required by Section 143(3) of the Act we report to the extent applicable 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 of the aforesaidfinancial statements.

b. In our opinion proper books of account as required by law relating to preparationof the aforesaid financial statements have been kept so far as it appears from ourexamination of those books.

c. The Balance Sheet and the Statement of Profit and Loss dealt with by this Report arein Agreement with the relevant books of account maintained for the purpose of preparationof the financial statements.

d. In our opinion the aforesaid financial statements comply with the AccountingStandards 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 of the companyas on March 31 2018 taken on record by the Board of Directors of the company none ofthe directors of the company is disqualified as on March 31 2018 from being appointed asa director in terms of Section 164 (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"; and

g. With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditor's) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:

i. The company has no pending litigation hence the impact of pending litigations onits financial position in its financial statements is not disclosed.

ii. The company has made provision as required under the applicable law or accountingstandards for material foreseeable losses if any and as required on long term contractsincluding derivative contracts.

iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund.

Annexure - A to the Independent Auditors' Report

The Annexure referred to in paragraph 1 of the Our Report of even date to the membersof WORTH PERIPHERALS LIMITED (Formerly Known as Worth Peripherals Pvt. Ltd.). On theaccounts of the company for the period ended 31 March 2018.

On the basis of such checks as we considered appropriate and according to theinformation and explanation given to us during the course of our audit we report that:

i. (a) The company has maintained proper records showing full particulars includingquantitative details and situation of its fixed assets.

(b) Fixed assets have been physically verified by the management during the period andno material discrepancies were identified on such verification.

(c) According to the information and explanations given by the management the titledeeds of immovable properties included in fixed assets of the Company are held in the nameof the Company.

ii. As explained to us inventories have been physically verified during the period bythe management at reasonable intervals.

iii. According to the information and explanations given to us and on the basis of ourexamination of the books of account the Company has not granted loans secured orunsecured to companies firms or other parties listed in the register maintained underSection 189 of the Companies Act 2013. Consequently the provisions of clause iii(a) andiii(b) 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 Companies Act 2013in respect of granting of loans making investments and providing guarantees andsecurities as applicable.

v. The Company has not accepted any deposits from the public covered under section 73to 76 of the Companies Act 2013. No order has been passed by the Company Law Board orNational Company Law Tribunal or Reserve Bank of India or any other Tribunal.

vi. As per information & explanation given by the management maintenance of costrecords has not been prescribed by the Central Government under sub-section (1) of section148 of the Act.

vii. (a) According to the records of the company undisputed statutory dues includingProvident Fund Investor Education and Protection Fund Employees' State InsuranceIncome-tax Sales-tax Wealth Tax Service Tax Custom Duty Excise Duty cess to theextent applicable and any other statutory dues have generally been regularly depositedwith the appropriate authorities. According to the information and explanations given tous there were no outstanding statutory dues as on 31 March 2018 for a period of more thansix months from the date they became payable.

(b) According to the information and explanations given to us there are no amountspayable in respect of income tax wealth tax service tax sales tax customs duty andexcise duty which have not been deposited on account of any disputes.

viii. Based on our audit procedures and on the information and explanations given bythe management we are of the opinion that the Company has not defaulted in repayment ofdues to a financial institution bank or debenture holders. ix. In our opinion andaccording to the information and explanations given to us during the year the company hasraised a sum of Rs. 182793000/- (inclusive of share premium) through initial publicoffering (IPO) and the funds amounting to Rs. 119962000/- have been used by the companyfor the purposes for which they were raised and a sum of Rs. 62831000/- that has been keptas time deposit.

x. Based upon the audit procedures performed for the purpose of reporting the True andfair view of the financial statements and according to the information and explanationsgiven by the management we report that no material fraud by the Company or on the Companyby the officers and employees of the Company has been noticed or reported during theperiod.

xi. According to the information and explanations given to us and based on the 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 the Company is not a nidhi company. Therefore the provisions ofclause 3(xii) of the Order are not applicable to the Company and hence not commented upon.

xiii. According to the information and explanations given by the managementtransactions with the related parties are in compliance with section 177 and 188 of theAct where applicable and the details have been disclosed in the notes to the financialstatements as required by the applicable accounting standards. xiv. According to theinformation and explanations given to us and on an overall examination of the balancesheet the Company has not made any preferential allotment or private placement of sharesor fully or partly convertible debentures during the year and hence reportingrequirements under clause 3(xiv) are not applicable to the Company and not commentedupon.

xv. According to the information and explanations given by the management the Companyhas not entered into any non-cash transactions with directors or persons connected withhim. Accordingly paragraph 3(XV) of the order is not applicable. xvi. According to theinformation and explanations given to us we report that the Company is not required to beregistered under section 45-IA of the Reserve Bank of India Act 1934.

Annexure - B to the 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 control over financial reporting of WORTHPERIPHERALS LIMITED (FORMERLY KNOWN AS WORTH PERIPHERALS PVT LTD) (hereinafterreferred to as ‘the company') comprising of the Balance Sheet as at 31 March 2018the Statement of Profit & Loss the Cash Flow Statement for the period 1 April 2017to 31 March 2018 and a summary of significant accounting policies & otherexplanatory information (hereinafter referred to as "the Financial Statements").

Management's Responsibility for Internal Financial Controls

The Respective Board of Directors of the Company are responsible for establishing andmaintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting 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.

Auditors' Responsibility

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.

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 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 authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized 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.

Opinion

In our opinion the Company have 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 2018 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 Maheshwari & Gupta
Chartered Accountants
F.R.N.: 006179C
Sd/-
CA. Manoj Gupta
Place: Indore Partner
Date : 29 May 2018 M.No: 071927