We have audited the accompanying financial statements of GI Engineering
Solutions Ltd ("the Company"), which comprise the Balance Sheet as at
31 March, 2015, the Statement of Profit and Loss, the Cash Flow
Statement for the year then ended, and a summary of the significant
accounting policies and other explanatory information.
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 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, read with Rule 7 of the
Companies (Accounts) Rules, 2014. This responsibility also includes
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting 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 adequate internal financial controls,
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.
Auditor's Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit.
We have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be included in
the audit report under the provisions of the Act and the Rules made
thereunder.
We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the auditor's judgment, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the Company's preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal
financial controls system over financial reporting and the operating
effectiveness of such controls. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company's Directors, as well as
evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide 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
explanations given to us, the aforesaid financial statements give the
information required by the Act in the manner so required and give a
true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as
at 31 March, 2015, and its Loss and its cash flows for the year ended
on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2015 ("the
Order") issued by the Central Government in terms of Section 143(11) of
the Act, we give in the Annexure a statement on the matters specified in
paragraphs 3 and 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 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 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 the 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 the written representations received from the
directors as on 31 March, 2015 taken on record by the Board of
Directors, none of the directors is disqualified as on 31 March, 2015
from being appointed as a director in terms of Section 164 (2) of the
Act.
(f) With respect to the other matters to be included in the Auditor's
Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and
according to the explanations given to us:
i. The Company has no pending litigations, which has impact on its
financial position in its financial statements.
ii. The Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable
losses.
iii. There has been no delay in transferring amounts, required to be
transferred to the Investor Education and Protection Fund by the
Company.
ANNEXURE
TO INDEPENDENT AUDITORS' REPORT
(Referred to in paragraph 1 under 'Report on Other Legal and Regulatory
Requirements' section of our report of even date of GI Engineering
Solutions Limited)
i. (a)The Company has maintained proper records showing
full particulars including quantitative details and situation of fixed
assets.
(b) The fixed assets have been physically verified by the management as
per a phased programme of verification. In our opinion, the frequency
of verification is reasonable having regard to the size of the Company
and the nature of its assets. The discrepancies reported on
verification were not material and have been properly dealt with in the
books of account.
ii. The company has no inventory and hence Clause (ii) (a), (ii)(b)
and (ii)(c) of paragraph 3 of the Order are not applicable to the
Company.
iii. The Company has not granted any loans, secured or unsecured to
companies, firms or other parties covered in the register maintained
under Section 189 of the Act. Accordingly, Clause (iii) (a) and (b) of
Paragraph 3 of the Order are not applicable to the Company.
iv. In our opinion and according to the information and explanations
given to us, there is an adequate internal control system commensurate
with the size of the Company and nature of its business for the
purchase of fixed assets and for the sale of services. During the
course of our audit, we have not observed any continuing failure to
correct major weaknesses in such internal control system.
v. In our opinion, and according to the information and explanations
given to us, the Company has not accepted deposits, as per the
directives issued by the Reserve Bank of India under the provisions of
Section 73 to 76 or any other relevant provisions of the Act and the
Rules framed there under. Accordingly, Clause (v) of paragraph 3 of the
Order is not applicable to the Company.
vi. The Central Government has not prescribed the maintenance of cost
records under section 148(1) of the Act, for any of the services
rendered by the Company. Therefore, the provisions of Clause vi of
Paragraph 3 of the Order are not applicable to the company.
vii. In respect of statutory dues:
(a) According to the records of the Company, undisputed statutory dues
including provident fund, employees' state insurance, income-tax,
sales-tax, wealth tax, duty of customs, duty of excise, value added
tax, cess and any other statutory dues have been generally regularly
deposited with appropriate authorities. Based on the information and
explanations given to us and records of the company examined by us, no
undisputed amounts payable in respect of the aforesaid dues were
outstanding as at 31st March, 2015 for a period of more than six months
from the date of becoming payable.
(b) According to the records of the Company, the dues outstanding of
income tax, sales tax, Service Tax, custom duty, wealth tax, excise
duty and cess which have not been deposited as at March 31, 2015 on
account of any dispute are given below:
Name Nature Period Forum Amount
of the of where (Rs)
Statute Dues dispute is
pending
Income Income Assess- Assessing
Tax Act, Tax ment year Officer 378,188
1961 2009-10
Income Income Assess- Assessing
Tax Act, Tax ment year Officer 1,437,829
1961 2011-12
(c) The amount required to be transferred to Investor Education and
Protection Fund has been transferred within the stipulated time in
accordance with the provisions of the Companies Act, 1956 and the Rules
made there under.
viii. The accumulated losses of the Company did not exceed fifty percent
of its net worth as at 31.03.2015. The Company has incurred cash losses
during the financial year covered by our audit and in the immediately
preceding financial year.
ix. As the Company does not have any borrowings from any financial
institution or bank nor has it issued any debentures as at the balance
sheet date, the provisions of Clause 3(ix) of the Order are not
applicable to the Company.
x. In our opinion and according to the information and explanations
given to us, the company has not given any guarantee for loans taken by
others from banks or financial institutions.
xi. The Company has not raised any term loans. Accordingly, the
provisions of Clause 3(xi) of the Order are not applicable to the
Company.
xii. During the course of our examination of the books and records of
the company, carried out in accordance with the generally accepted
auditing practices in India, and according to the information and
explanations given to us, we have neither come across any instance of
material fraud on or by the company, noticed or reported during the
year, nor have we been informed of any such case by the management.
For DIXIT DATTATRAY & ASSOCIATES,
Chartered Accountants
(Firm Registration No.102665W)
(D.B. Dixit)
(Partner)
Mumbai, 30 May, 2015 (Membership No. 40032)
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