Mar 31, 2018
Report on the Standalone Financial Statements
We have audited the accompanying Standalone Ind As Financial Statements of Advance Metering Technology Limited (âthe Companyâ), which comprises the standalone Balance Sheet as at 31st March, 2018, the statement of profit and loss (including other comprehensive income), the statement of cash flows and the statement of changes in equity for the year then ended and a summary of the significant accounting policies and other explanatory information (herein after referred to as âStandalone Ind AS financial statementsâ).
Managementâs Responsibility for the Standalone Financial Statements
The Companyâs Board of Directors is responsible for the preparation of these standalone Ind AS financial statements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as âthe Actâ) that give a true and fair view of the standalone financial position, standalone financial performance (inâcluding other comprehensive income), standalone cash flows and standalone statement of changes in equity 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 / Indian Accounting Standards specified under Section 133 of the Act.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of 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.
Auditorâs Responsibility
Our responsibility is to express an opinion on these standalone Ind AS 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 auditorâs 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 Companyâs preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Companyâs 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 standalone financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Standalone Ind AS 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 including the Ind AS, of the financial position of the Company as at 31st March, 2018 and its financial performance including total comprehensive losses, its cash flows and the changes in equity for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the âAnnexure Aâ 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 Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including other comprehensive income), the Standalone statement of Cash Flow and standalone statement of Changes in Equity dealt with by this Report are in agreement with the books of account;
d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with relevant rules made thereunder;
e) On the basis of the written representations received from the directors as on 31st March, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2018 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 âAnnexure Bâ.
g) With respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:
i. As informed, the Company does not have any pending litigations-(refer note 30 to the Financial Statements);
ii. The Company did not have long-term contracts including derivative contracts for which there were any material foreseeable losses;
iii. There were no amounts required to be transferred to the Investor Education and Protection Fund by the Company;
Annexure A to the Independent Auditorâs Report to the members of Advance Metering Technology Limited dated 29th May, 2018
Report on the matters specified in paragraph 3 of the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government of India in terms of Section 143(11) of the Companies Act, 2013 (âthe Actâ) as referred to in paragraph 1 of âReport on Other Legal and Regulatory Requirementsâ section
(i) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets;
(b) The Company has physically verified these fixed assets as per its program of physical verification that covers every item of fixed assets over a period of three years. No material discrepancies were noticed on such verification;
(c) The title deeds of immovable properties are held in the name of the Company, as verified from the original/ photocopies of original title deeds. Some of the original title deeds are pledged with banks as security against term loans which are certified by the management.
(ii) The physical verification of inventory has been conducted at reasonable intervals by the management. No material discrepancies were noticed on such physical verification;
(iii) The Company has granted unsecured loan to party covered in the register maintained under Section 189 of the Companies Act, 2013:
(a) In our opinion the terms and conditions of the grant of such loans are not prejudicial to the companyâs interest;
(b)&(c) The schedule of repayment of principal and payment of interest has been stipulated and the repayments or receipts are regular. There is no overdue amount in respect of said loan.
(iv) The Company has not granted any loan to Directors in terms of Section 185 of the Companies Act, 2013 (Act). Further, the Company has complied with the provisions of Section 186 of the Act in respect of loans, investments, guarantees, and security made;
(v) As per information and explanation provided to us, the Company has not accepted any public deposits during the year. Further, we have not come across any such deposit(s) nor the management has reported any such deposit(s), therefore the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under are not applicable;
(vi) The Company is not required to maintain books and records as specified by the Central Government under subsection (l) of Section 148 of the Act;
(vii) (a) The Company is generally regular in depositing undisputed statutory dues including provident fund, employeesâ state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues to the appropriate authorities. There are no arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable.
(b) According to the information and explanation given to us and the records of the Company examined by us, there are no dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax, that have not been deposited on account of any dispute.
(viii) The Company has not defaulted in repayment of loans or borrowing to a financial institution, bank or government. The Company has not issued any debentures;
(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) during the year. Term loans were applied for the purposes for which those are raised;
(x) According to the information and explanations given to us, no fraud by the Company or fraud on the Company by its officers or employees has been noticed or reported during the year;
(xi) According to the information and explanation given to us and based on our examination of the records of the Company, the Company has paid or provided for the managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act;
(xii) The Company is not a Nidhi Company, hence clause (xii) of the Order is not applicable to the Company;
(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards-refer to note number 37 of the Financial Statement;
(xiv) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under audit;
(xv) According to the information and explanations given to us and based on our examination of the records of the company, the company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, clause (xv) of paragraph 3 of the Order is not applicable;
(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934;
Annexure B to the Independent Auditorâs Report to the members of Advance Metering Technology Limited dated 29th May, 2018
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ) as referred to in paragraph 2(f) of âReport on Other Legal and Regulatory Requirementsâ section of our report referred above
We have audited the internal financial controls over financial reporting of Advance Metering Technology Limited (âthe Companyâ) as of 31st March, 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
Managementâs Responsibility for Internal Financial Controls
The Companyâs management is responsible for establishing and maintaining internal financial controls based on âthe 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 Indiaâ. 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 companyâs 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.
Auditorsâ Responsibility
Our responsibility is to express an opinion on the Companyâs 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 âGuidance Noteâ) 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 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 auditorâs 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 Companyâs internal financial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A companyâs 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 companyâs internal financial control over financial reporting includes those policies and procedures that:
a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
b) 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 authorizations of management and directors of the company; and
c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companyâs 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 generally operating effectively as at 31st March, 2018, based on âthe 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 Indiaâ.
For S S Kothari Mehta & Co
Chartered Accountants
Firmâs Registration No. 000756N
(Neeraj Bansal)
Place of Signature: Noida Partner
Date: 29th May, 2018 Membership No. 095960
Mar 31, 2016
TO
THE MEMBERS OF ADVANCE METERING TECHNOLOGY LIMITED
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of Advance Metering Technology Limited ("the Company"), which comprise the Balance Sheet as at 31st March, 2016, 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 Standalone 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 standalone 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 of 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 standalone 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 there under.
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. 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 standalone financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone 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 31stMarch, 2016, 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, 2016 ("the Order") issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the "Annexure A" 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 ourknowledge 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 standalone 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 31st March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016 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".
g) 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. As informed the Company does not have any material pending litigation (refer to Note 31(a) and (b) of the Financial Statement).
ii. The Company did not have long-term contracts including derivative contracts for which there were any material foreseeable losses;
iii. There were no amounts required to be transferred to the Investor Education and Protection Fund by the Company.
Annexure A to the Independent Auditor''s Report to the members of Advance Metering Technology Limited dated 5th May, 2016
Report on the matters specified in paragraph 3 of the Companies (Auditor''s Report) Order, 2016 ("the Order'') issued by the Central Government of India in terms of Section 143(11) of the Companies Act, 2013 ("the Act") as referred to in paragraph 1 of ''Report on Other Legal and Regulatory Requirements'' section
(i) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets;
(b) The Company has physically verified these fixed assets as per its program of physical verification that covers every item of fixed assets over a period of three years. No material discrepancies were noticed on such verification;
(c) The title deeds of immovable properties are held in the name of the Company, as verified from the original/ photocopies of original title deeds. Some of the original title deeds are pledged with banks as security against term loans, which are certified by the management.
(ii) (a) The inventories of the Company have been physically verified by the management during the year. In our opinion , such verification is reasonable ;
(b) The procedure of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business;
(c ) The company is maintaining proper records of Inventory. The discrepancies noticed on physical verification of inventory between physical stock and inventory records were not material and have been properly dealt with in books of account.
(iii) The Company has granted unsecured loan during the year, and had given Stand By Letter of Credit to parties covered in the register maintained under Section 189 of the Act. The receipt of the principal amount and interest is regular as per the agreed terms. There is no overdue amount in respect of such loan.
(iv) The Company has granted loan to Company in terms of Section 185 of the Act. The loans& Security given are exempt from the provision of section 185 read with rules and complied with the provision of section 186.
(v) As per information and explanation provided to us, the Company has not accepted any public deposits during the year. Further, we have not come across any such deposit(s) nor the management has reported any such deposit(s), therefore the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under are not applicable;
(vi) The Company is not required to maintain books and records, as specified by the Central Government under sub-section (l) of Section 148 of the Act;
(vii) (a) The Company is generally regular in depositing undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues to the appropriate authorities. There are no arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable.
(b) According to the information and explanation given to us and the records of the Company examined by us, there are no dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax, that have not been deposited on account of any dispute.
(viii) The Company has not defaulted in repayment of loans or borrowing to a financial institution, bank or government. The Company has not issued any debentures;
(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) during the year. Term loans were applied for the purposes for which those are raised;
(x) According to the information and explanations given to us, no fraud by the Company or fraud on the Company by its officers or employees has been noticed or reported during the year;
(xi) According to the information and explanation given to us and based on our examination of the records of the Company, the Company has paid or provided for the managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act;
(xii) The Company is not a Nidhi Company; hence clause (xii) of the Order is not applicable to the Company;
(xiii) According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards; - Please refer to note no 37 of Financial Statement.
(xiv) The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under audit.
(xv) According to the information and explanations given to us and based on our examination of the records of the company, the company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, clause (xv) of paragraph 3 of the Order is not applicable;
(xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.
Annexure B to the Independent Auditor''s Report to the members of Advance Metering Technology Limited dated 5th May, 2016
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act") as referred to in paragraph 2(f) of ''Report on Other Legal and Regulatory Requirements'' section of our report referred above
We have audited the internal financial controls over financial reporting of Advance Metering Technology Limited ("the Company") as of 31st March, 2016 in conjunction with our audit of the standalone 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 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 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 judgment, 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:
a) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
b) 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 authorizations of management and directors of the company; and
c) Provide reasonable assurance regarding prevention or timely detection of unauthorized 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 generally operating effectively as at 31stMarch, 2016, based on "the internal control over financial reporting criteria, Systems& procedures 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 S S Kothari Mehta &Co
Chartered Accountants
Firm''s Registration No. 000756N
Neeraj Bansal
Partner
Membership No. 095960
Place of Signature: Noida
Date: 5th May, 2016
Mar 31, 2015
We have audited the accompanying standalone financial statements of
ADVANCE METERING TECHNOLOGY LIMITED("the Company") which comprise
the Balance Sheet as at 31st 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 Standalone 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 standalone 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 standalone
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 standalone
financial statements.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid standalone 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 31st 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 of India in terms of
Section 143(11) of the Act, we give in the Annexure a statement on the
matters specified in paragraph 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 standalone 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 31st March, 2015 taken on record by the Board of
Directors, none of the directors is disqualified as on31st 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 does not have any pending litigations as on 31st March,
2015;
ii. The Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable
losses;
iii. There were no amounts, required to be transferred, to the Investor
Education and Protection Fund by the Company.
Annexure referred to in paragraph 1 of 'Report on Other Legal and
Regulatory Requirements' of the Independent Auditor's Report of even
date to the members of Advance Metering Technology Limited on its
financial statements as of and for the year ended 31st March, 2015.
(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets;
(b) The fixed assets are physically verified by the management
according to a phased programme designed to cover all the items over a
period of three years, which in our opinion, is reasonable having
regard to the size of the company and the nature of its assets.
Pursuant to the programme, a portion of the fixed assets has been
physically verified by the management during the year and no material
discrepancies were noticed on such verification;
(ii) (a) The inventories of the Company have been physical verified by
the management during the year. In our opinion, such verification is
reasonable;
(b) The procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of
the Company and the nature of its business;
(c) The Company is maintaining proper records of inventory. The
discrepancies noticed on physical verification of inventory between
physical stock and inventory records were not material and have been
properly dealt with in books of account;
(iii) The Company has granted unsecured loans to companies, firms or
other parties covered in the register maintained under section 189 of
the Companies Act, 2013. The receipt of the principal amount and
interest is regular and as per the agreed terms. There are no overdue
amounts in respect of such loans.
(iv) There is an adequate internal control system commensurate with the
size of the Company and the nature of its business, for the purchase of
inventory and fixed assets and for the sale of goods and services.
Further, on the basis of our examination of the books of records of the
Company, and according to the information and explanation given to us,
we have not came across, nor have been informed of, any incident of
major weakness in the aforesaid internal control system.
(v) As the Company has not accepted deposits, the directives issued by
the Reserve Bank of India and the provisions of sections 73 to 76 or
any other relevant provisions of the Companies Act and the rules framed
there under, are not applicable;
(vi) The Company is not required to maintain books and records as
specified by the Central Government under sub- section (l) of section
148 of the Companies Act, 2013;
(vii) (a) The Company is generally regular in depositing undisputed
statutory dues including provident fund,
employees' state insurance, income-tax, sales-tax, wealth tax, service
tax, duty of customs, duty of excise, value added tax, cess and other
statutory dues with the appropriate authorities. There are no arrears
of outstanding statutory dues as at the last day of the financial year
concerned for a period of more than six months from the date they
became payable;
(b) According to the information and explanations given to us and the
records of the Company examined by us, there are no dues of income tax,
sales tax, wealth tax, service tax, duty of customs, duty of excise,
value added tax or cess that have not been deposited on account of any
dispute.
(c) There were no amounts which were required to be transferred to the
Investor Education and Protection Fund by the Company;
(viii) The Company has been registered for a period of less than five
years.The Company has no accumulated losses at the end of the financial
year. However, it has incurred cash losses in the financial year and in
the immediately preceding financial year;
(ix) According to the information and explanations given to us and as
per books and records examined by us, the Company has not defaulted in
repayment of dues to a financial institutions or banks. The Company has
not issued any debentures;
(x) The Company has not given any guarantee for loans taken by others
from bank or financial institutions, the terms and conditions whereof
are prejudicial to the interest of the Company;
(xi) In our opinion and according to the information given to us, term
loans have been applied for the purpose for which they were raised;
(xii) According to the information and explanations given to us, no
fraud on or by the Company has been noticed or reported during the
year.
For S. S. KOTHARI MEHTA & CO.
Chartered Accountants
Firm Registration No. 000756N
K K Tulshan
Place: New Delhi Partner
Date : 5th May 2015 Membership No.085033
Mar 31, 2014
We have audited the accompanying financial statements of Advance
Metering Technology Limited(''the Company'') which comprises the
Balance Sheet as at 31st March, 2014 and the Statement of Profit and
Loss and the Cash Flow Statement for the year then ended, and Notes to
the Financial Statements comprising of a summary of significant
accounting policies and other explanatory information.
Management''s Responsibility for the Financial Statements
Management is responsible for 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 Standards referred to in sub-section (3C) of section 211
of the Companies Act, 1956 (''the Act'') read with the General Circular
15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs
in respect of section 133 of the Companies Act, 2013. This
responsibility includes the design, implementation, and maintenance of
internal controls relevant to the preparation and presentation of the
financial statements that give a true and fair view and are free from
material misstatements, 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 conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. 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 disclosures in the financial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risks of the material misstatement of the financial statements,
whether due to fraud or error. In making those risk assessments, the
auditor considers internal control relevant to the Company''s
preparation and fair presentation of the financial statements in order
to design audit procedures that are appropriate in the circumstances
but not for the purpose of expressing an opinion on the effectiveness
of entity''s internal control. An audit also includes evaluating the
appropriateness of accounting policies used and reasonableness of the
accounting estimates made by management, 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. Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the 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:
i) In the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March, 2014;
ii) In the case of Statement of Profit and Loss, of the loss of the
Company for the year ended on that date; and
iii) In the case of the Cash Flow Statement, of the 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, 2003 (''the
Order''), as amended, issued by the Central Government of India in terms
of subsection(4A) of section 227 of the Companies Act,1956 , we give in
the Annexure a statement on the matters specified in paragraphs 4 and 5
of the Order;
2. As required by section 227(3) of the Companies Act, 1956, we report
that:
a. We have obtained all the information and explanations which to the
best of 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 the Company so far as appears from our examination of those
books;
c. The Balance Sheet, 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 Balance Sheet, Statement of Profit and Loss and
Cash Flow Statement comply with the Accounting Standards referred to in
sub-section (3C) of section 211 of the Companies Act, 1956,read with
the General circular 15/2013 dated 13thSeptember,2013 of the Ministry
of Corporate Affairs in respect of section 133 of the Companies Act,
2013,
e. On the basis of written representations received from the directors
as on 31 March 2014, and taken on record by the Board of Directors,
none of the directors is disqualified as on 31 March 2014, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Act.
Re: Advance Metering Technology Limited Referred to in clause 1 of
paragraph on ''Report on Other Legal and Regulatory Requirements'' of
our report of even date
(i) (a) The Company has maintained proper records showing full
particulars including quantitative details and situation of fixed
assets.
(b) The fixed assets are physically verified by the management
according to a phased programme designed to cover all the items over a
period of three years, which in our opinion, is reasonable having
regard to the size of the Company and the nature of its assets.
Pursuant to the programme, a portion of the fixed assets has been
physically verified by the management during the year and no material
discrepancies were noticed on such verification.
(c) In our opinion and according to the information and explanations
given to us, no substantial part of fixed assets has been disposed off
by the Company during the year.
(ii) (a) The inventories of the Company have been physically verified
by the management during the year. In our opinion, the frequency of
verification is reasonable;
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the Company and the nature of its business;
(c) In our opinion and according to the information and explanations
given to us, the Company is maintaining proper records of inventories.
As explained to us, the discrepancies noticed on verification between
the physical stocks and the book records were not material and have
been properly dealt with in the books of account.
(iii) (a) The Company has granted unsecured loans to one company
covered in the register maintained under section 301 of the Companies
Act, 1956. The year end balance and maximum amount outstanding at any
time during the year was 6,50,00,000 (excluding interest thereon of Rs
59,26,576).
(b) The rate of interest and other terms and conditions of loans given
by the Company are prima facie not prejudicial to the interest of the
company.
(c) The receipt of the principal amount and the interest are regular in
respect of such loan.
(d) There are no overdue amounts.
(e) The Company has not taken any loan from Companies, firms or parties
covered in the register maintained under section 301 of the Companies
Act, 1956. Therefore, clause (e) to (g) of the order is not applicable
to the company.
(iv) In our opinion and according to the information and explanations
given to us, there are adequate internal control systems commensurate
with the size of the Company and the nature of its business with regard
to purchase of inventory, fixed assets and with regard to the sale of
goods and services. Further, on the basis 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
nor have been informed of any instance of a continuing failure to
correct major weaknesses in the aforesaid internal control system.
(v) (a) According to the information and explanations given to us, we
are of the opinion that all the particulars of contracts or
arrangements that need to be entered in the register maintained under
section 301 of the Companies Act, 1956 have been so entered.
(b) In our opinion and according to the information and explanations
given to us, the transactions made in pursuance of such contracts or
arrangements entered into the register in pursuance to section 301 of
the Companies Act, 1956 and exceeding the value of Rs.5 lacs in respect
of any party during the year, have been made at prices which are prima
facie reasonable having regard to the prevailing market prices
available at the relevant time except in case of certain transactions
of purchase and sale of goods being materials of special nature for
which alternate quotations are not always available.
(vi) The Company has not accepted any deposits from the public within
the meaning of sections 58A and 58AA or any other relevant provisions
of the Companies Act, 1956 and the rules framed thereunder.
(vii) In our opinion, the Company has an adequate internal audit system
commensurate with the size and nature of its business.
(viii) We have broadly reviewed the books of account relating to
materials, labour and other items of cost maintained by the Company
pursuant to the rules made by the Central Government of India for the
maintenance of cost records under section 209 (1) (d) of the Companies
Act, 1956 and are of the opinion that prima facie, the prescribed
accounts and records have been made and maintained. We have not,
however, made a detailed examination of the records with a view to
determine whether they are accurate and complete.
(ix) (a) According to the information and explanations given to us and
the records of the Company examined by us, in our opinion, the Company
is generally regular in depositing undisputed statutory dues in respect
of provident fund, investor education and protection fund, employees''
state insurance, income tax, sales tax, wealth tax, service tax,
customs duty, excise duty, cess and other material statutory dues as
applicable with the appropriate authorities. Further, there were no
undisputed amounts outstanding at the year-end for a period of more
than six months from the date they became payable.
(b) According to the information and explanations given to us and the
records of the Company examined by us, there are no dues of income tax,
sales tax, custom duty, wealth tax, excise duty, service tax and cess,
which have not been deposited on account of any dispute.
(x) The Company does have accumulated losses as at the close of the
financial year. The Company has incurred cash losses during the
financial year covered by our audit. However, there was no cash loss in
the immediately preceding financial year.
(xi) According to the records of the Company examined by us and the
information and explanations given to us, in our opinion, the Company
has not defaulted in repayment of its dues to banks. The Company has
not taken any loans from financial institutions or debenture holders.
(xii) The Company has not granted any loans and advances on the basis
of security by way of pledge of shares, debentures and other
securities.
(xiii) The Company is not a chit fund, nidhi, mutual benefit fund or a
society.
(xiv) The Company has maintained proper records of transactions and
contracts for purchase and sale of units / securities during the year
under review and timely entries were made therein. All shares,
securities and other investments have been held by the Company in its
own name.
(xv) As per the information and explanations given to us and on the
basis of our examination of the records, the Company has not given any
guarantee for loans taken by others from banks or financial
institutions, the terms and conditions whereof are prejudicial to the
interest of the Company.
(xvi) As per the information and explanations given to us and on the
basis of our examination of the records, in our opinion, the term loans
taken by the Company have been applied for the purpose for which they
were obtained.
(xvii) According to the information and explanations given to us and on
the basis of an overall examination of the balance sheet of the
Company, in our opinion, generally, the funds raised by the Company on
short term basis, have not been used for long term investment.
(xviii) The Company has not made any preferential allotment of shares
to parties and companies covered in the register maintained under
section 301 of the Companies Act, 1956, during the year.
(xix) The Company has not issued any debentures during the year.
(xx) The Company has not raised any money by public issue during the
year.
(xxi) 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, we have neither come across any instance
of fraud on or by the Company noticed or reported during the year, nor
have we been informed of such case by the management.
For S. S. KOTHARI MEHTA & CO.
Chartered Accountants
Firm Registration No. 000756N
K K Tulshan
Place: New Delhi Partner
Dated: April 30, 2014 Membership No.085033
Mar 31, 2013
Report On the Financial Statements
We have audited the accompanying Financial Statements of Advance
Metering Technology Limited ("the Company") which comprise the
Balance Sheet as at 31st March, 2013, and the Statement of Profit and
Loss and the Cash Flow Statement for the year then ended, and Notes to
the Financial Statements comprising of a summary of significant
accounting policies and other explanatory information.
Management''s Responsibility for the Financial Statements
Management is responsible for 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 Standards referred to in sub-section (3C) of section 211
of the Companies Act, 1956. This responsibility includes the design,
implementation, and maintenance of internal controls relevant to the
preparation and presentation of the financial statements that give a
true and fair view and are free from material misstatements, 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 conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. 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 disclosures in the financial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risks of the material misstatement of the financial statements,
whether due to error of fraud. In making those risk assessments, the
auditor considers internal control relevant to the Company''s
preparation and fair presentation of the financial statements in order
to design audit procedures that are appropriate in the circumstances.
An audit also includes evaluating the appropriateness of accounting
policies used and reasonableness of the accounting estimates made by
management, 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.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the said accounts give the information
required by the Companies Act, 1956, in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India:
i. In the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March, 2013;
ii. In the case of Statement of Profit and Loss, of the profit of the
Company for the year ended on that date; and
iii. In the case of the Cash Flow Statement, of the 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, 2003 (''the
Order'') issued by the Central Government of India in terms of section
227 of the Act, we give in the Annexure a statement on the matters
specified in paragraphs 4 and 5 of the Order;
2. As required by section 227(3) of the Act, we report that:
a. We have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the purpose of our
audit;
b. I n our opinion proper books of account as required by law have
been kept by the Company so far as appears from our examination of
those books;
c. The Balance Sheet, 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 Balance Sheet, Statement of Profit and Loss and
Cash Flow Statement comply with the Accounting Standards referred to in
sub-section (3C) of section 211 of the Companies Act, 1956;
e. On the basis of written representations received from the directors
as on 31 March 2013, and taken on record by the Board of Directors,
none of the directors is disqualified as on 31 March 2013, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Companies Act, 1956;
Re: Advance Metering Technology Limited
Referred to in Clause 1 of paragraph on ''Report on Other Legal and
Regulatory Requirements'' our report of even date,
(i) (a) The Company has maintained proper records showing full
particulars including quantitative details and situation of fixed
assets.
(b) The fixed assets are physically verified by the management
according to a phased programme designed to cover all the items over a
period of three years, which in our opinion, is reasonable having
regard to the size of the Company and the nature of its assets.
Pursuant to the programme, a portion of the fixed assets has been
physically verified by the management during the year and no material
discrepancies were noticed on such verification.
(c) In our opinion and according to the information and explanations
given to us, no substantial part of fixed assets has been disposed off
by the Company during the year.
(ii) (a) The inventories of the Company have been physically verified
by the management during the year. In our opinion, the frequency of
verification is reasonable.
(b) In our opinion and according to the information and explanations
given to us, the procedures of physical verification of inventories
followed by the management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
(c) In our opinion and according to the information and explanations
given to us, the Company is maintaining proper records of inventories.
As explained to us, the discrepancies noticed on verification between
the physical stocks and the book records were not material and have
been properly dealt with in the books of account.
(iii) (a) The Company has not granted any loan to parties covered in
the register maintained under section 301 of the Companies Act, 1956,
hence clause (iii) (a) to (c) are not applicable.
(b) The Company had taken a short term unsecured loan repayable on
demand from a Company covered in the register maintained under section
301 of the Companies Act, 1956. The maximum amount involved during the
year was Rs. 1,89,09,500 and the year-end balance was Rs.Nil.
(c) In our opinion the terms and conditions on which this loan had been
taken are not prima facie prejudicial to the interest of the Company.
There is no stipulation as to interest.
(iv) In our opinion and according to the information and explanations
given to us, there are adequate internal control systems commensurate
with the size of the Company and the nature of its business with regard
to purchase of inventory, fixed assets and with regard to the sale of
goods and services. Further, on the basis 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
nor have been informed of any instance of a continuing failure to
correct major weaknesses in the aforesaid internal control system.
(v) (a) According to the information and explanations given to us, we
are of the opinion that all the particulars of contracts or
arrangements that need to be entered in the register maintained under
section 301 of the Companies Act, 1956 have been so entered.
(b) I n our opinion and according to the information and explanations
given to us, the transactions made in pursuance of such contracts or
arrangements entered into the register in pursuance to section 301 of
the Companies Act, 1956 and exceeding the value of Rs.5 lacs in respect
of any party during the year, have been made at prices which are prima
facie reasonable having regard to the prevailing market prices
available at the relevant time except in case of certain transactions
of purchase and sale of goods being materials of special nature for
which alternate quotations are not always available.
(vi) The Company has not accepted any deposits from the public within
the meaning of sections 58A and 58AA or any other relevant provisions
of the Companies Act, 1956 and the rules framed thereunder.
(vii) In our opinion, the Company has an adequate internal audit system
commensurate with the size and nature of its business.
(viii) We have broadly reviewed the books of account relating to
materials, labour and other items of cost maintained by the Company
pursuant to the rules made by the Central Government of India for the
maintenance of cost records under section 209 (1) (d) of the Companies
Act, 1956 and are of the opinion that prima facie, the prescribed
accounts and records have been made and maintained. We have not,
however, made a detailed examination of the records with a view to
determine whether they are accurate and complete.
(ix) (a) According to the information and explanations given to us and
the records of the Company examined by us, in our opinion, the Company
is generally regular in depositing undisputed statutory dues in respect
of provident fund, investor education and protection fund, employees''
state insurance, income tax, sales tax, wealth tax, service tax,
customs duty, excise duty, cess and other material statutory dues as
applicable with the appropriate authorities. Further, there were no
undisputed amounts outstanding at the year-end for a period of more
than six months from the date they became payable.
(b) According to the information and explanations given to us and the
records of the Company examined by us, there are no dues of income tax,
sales tax, custom duty, wealth tax, excise duty, service tax and cess,
which have not been deposited on account of any dispute.
(x) The Company does have any accumulated losses as at the close of the
financial year. The Company has not incurred any cash losses during the
financial year covered by our audit. However, there were cash losses in
the immediately preceding financial year.
(xi) According to the records of the Company examined by us and the
information and explanations given to us, in our opinion, the Company
has not defaulted in repayment of its dues to banks. The Company has
not taken any loans from financial institutions or debenture holde''
(xii) The Company has not granted any loans and advances on the basis
of security by way of pledge of shares, debentures and other
securities.
(xiii) The Company is not a chit fund, nidhi, mutual benefit fund or a
society.
(xiv) The Company has maintained proper records of transactions and
contracts for purchase and sale of units / securities during the year
under review and timely entries were made therein. All shares,
securities and other investments have been held by the Company in its
own name.
(xv) As per the information and explanations given to us and on the
basis of our examination of the records, the Company has not given any
guarantee for loans taken by others from banks or financial
institutions, the terms and conditions whereof are prejudicial to the
interest of the Company.
(xvi) As per the information and explanations given to us and on the
basis of our examination of the records, in our opinion, the term loans
taken by the Company have been applied for the purpose for which they
were obtained.
(xvii) According to the information and explanations given to us and on
the basis of an overall examination of the balance sheet of the
Company, in our opinion, generally, the funds raised by the Company on
short term basis, have not been used for long term investment.
(xviii) The Company has not made any preferential allotment of shares
to parties and companies covered in the register maintained under
section 301 of the Companies Act, 1956, during the year except as
required by the Hon''ble High Court for the States of Punjab & Haryana
at Chandigarh vide its order dated 27th March, 2012 in the Scheme of
arrangement (Scheme) under section 391 to 394 of the Companies Act,
1956 between the Company and Eon Electric Limited (Eon) and their
respective shareholders and creditors for demerger of the Metering
Division and Power Generation Business (De-merged Undertaking) of Eon
and transfer/vesting of the said undertaking in favour of the Company
with effect from 1st April, 2011 (Appointed Date) on a going concern
basis. The Scheme became effective on 8th April, 2012(Effective Date).
(xix) The Company has not issued any debentures during the year.
(xx) The Company has not raised any money by public issue during the
year.
(xxi) 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, we have neither come across any instance
of fraud on or by the Company noticed or reported during the year, nor
have we been informed of such case by the management.
For S. S. KOTHARI MEHTA & CO.
Chartered Accountants
Firm Registration No. 000756N
K. K. Tulshan
Place: Noida Partner
Date: May 20, 2013 Membership No. 85033
Mar 31, 2012
1. We have audited the attached balance sheet of Advance Metering
Technology Limited, as at 31st March, 2012, and also the statement of
profit and loss and the cash flow statement for the period from
February 07, 2011 to March 31, 2012 annexed thereto. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements
based on our audit.
2. We conducted our audit in accordance with the auditing standards
generally accepted in India. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003 (as
amended by the Companies (Auditor's Report) (Amendment) Order, 2004)
issued by the Central Government of India in terms of sub-section (4A)
of section 227 of the Companies Act, 1956 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 enclose in the Annexure, a statement on the matters specified in
paragraphs 4 and 5 of the said Order.
4. Further to our comments in the Annexure referred to in paragraph 3
above, we report that:
(i) We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purposes of our
audit;
(ii) In our opinion, proper books of account as required by law have
been kept by the Company so far as appears from our examination of those
books;
(iii) The balance sheet, statement of profit and loss and cash flow
statement dealt with by this report are in agreement with the books of
account;
(iv) In our opinion, the balance sheet, statement of profit and loss
and cash flow statement dealt with by this report comply with the
accounting standards referred to in sub-section (3C) of section 211 of
the Companies Act, 1956;
(v) On the basis of written representations received from the
directors, as on 31st March, 2012 and taken on record by the Board of
Directors, we report that none of the directors is disqualified as on
31st March, 2012 from being appointed as a director in terms of clause
(g) of sub-section (1) of section 274 of the Companies Act, 1956;
(vi) In our opinion and to the best of our information and according to
the explanations given to us, the said accounts give the information
required by the Companies Act, 1956, 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 31st March, 2012;
b) In the case of the statement of profit and loss, of the loss for the
period from February 07, 2011 to March 31, 2012 ended on that date; and
c) In the case of the cash flow statement, of the cash flows for the
period from February 07, 2011 to March 31, 2012 ended on that date.
Annexure
Re: Advance Metering Technology Limited
Referred to in paragraph 3 of our report of even date,
(i) The Company does not have any fixed assets, hence the provisions of
this clause are not applicable.
(ii) The Company does not have any inventory, hence the provisions of
this clause are not applicable.
(iii) (a) The Company has not granted any loan to parties covered in
the register maintained under section 301 of the Companies Act, 1956,
hence clause (iii)(a) to (c) are not applicable.
(b) The Company has taken a short term unsecured loan repayable on
demand from a Company covered in the register maintained under section
301 of the Companies Act, 1956. The maximum amount involved during the
year and year end balance is Rs. 1,89,09,500.
(c) In our opinion the terms & conditions on which this loan has been
taken are not prima facie prejudicial to the interest of the Company.
There is no stipulation as to interest.
(d) There is no overdue amount in respect of this loan. The loan has
since been repaid by the Company.
(iv) In our opinion and according to the information and explanations
given to us, there are adequate internal control systems commensurate
with the size of the Company and the nature of its business with regard
to purchase of fixed assets and for the sale of goods and services.
According to the information and explanations given to us, we have
neither come across nor have been informed of any instance of a
continuing failure to correct major weaknesses in the aforesaid
internal control system.
(v) (a) According to the information and explanations given to us, we
are of the opinion that all the particulars of contracts or
arrangements that need to be entered in the register maintained under
section 301 of the Companies Act, 1956 have been so entered.
(b) In our opinion and according to the information and explanations
given to us, there are no transactions that exceed the value of Rs. 5
lacs in respect of any party during the year made in pursuance of
contracts or arrangements required to be entered into the register in
pursuance to section 301 of the Companies Act, 1956.
(vi) The Company has not accepted any deposits from the public within
the meaning of sections 58A and 58AA or any other relevant provisions
of the Companies Act, 1956 and the rules framed thereunder.
(vii) In our opinion, the Company has an adequate internal audit system
commensurate with the size and nature of its business.
(viii) According to the information and explanations given to us, the
Company is not required to maintain cost records u/s 209(1)(d) of the
Companies Act, 1956.
(ix) (a) There were no statutory dues including in the nature of
provident fund, investor education and protection fund, employees'
state insurance, income tax, sales tax, wealth tax, service tax,
customs duty, excise duty, cess and other material statutory dues which
the company was required to deposit during the year. Thus, there were
no arrears of such outstanding statutory dues as at the last day of the
financial year.
(b) In case of income tax, sales tax, wealth tax, service tax, customs
duty, excise duty, cess, there were no dues that have not been
deposited on account of any dispute.
(x) The Company has accumulated losses as at the close of the financial
year. The Company has incurred cash losses during the financial year
covered by our audit. There is no preceding year data, this being the
first year of the Company.
(xi) According to the records of the Company examined by us and the
information and explanations given to us, the Company has not raised
any loans from financial institutions, banks or debenture holders.
(xii) The Company has not granted any loans and advances on the basis
of security by way of pledge of shares, debentures and other
securities.
(xiii) The Company is not a chit fund, nidhi, mutual benefit fund or a
society.
(xiv) The Company is not dealing in or trading in shares, securities,
debentures and other investments. Accordingly, the provisions of clause
4 (xiv) of the Companies (Auditor's Report) Order 2003 are not
applicable to the Company.
(xv) According to the records of the Company examined by us and the
information and explanations given to us, the Company has not given any
guarantee for loans taken by others from bank or financial
institutions.
(xvi) As per the information and explanations given to us and on the
basis of our examination of the records, the Company has not taken any
term loans.
(xvii) According to the information and explanations given to us and on
the basis of an overall examination of the balance sheet of the
Company, in our opinion, the funds raised by the Company on short-term
basis have been used for the long-term investment.
(xviii) The Company has not made preferential allotment of the shares
to parties and companies covered in the register maintained under
section 301 of the Companies Act, 1956. The Company has not issued any
debentures during the year.
(xix) The Company has not raised any money by public issue during the
year.
(xx) 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, we have neither come across any instance
of fraud on or by the Company, nor have we been informed of any such
case by the management.
For S. S. KOTHARI MEHTA & CO.
Chartered Accountants
(Firm Registration No. 000756 N)
(CA K. K. Tulshan)
Partner
Membership No. 85033
Place: Noida
Date: 26th July, 2012