Mar 31, 2022
Report on the Audit of the Standalone Financial Statements Opinion
We have audited the accompanying standalone financial statements of DISA India Limited (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2022, and 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 significant accounting policies and other explanatory information.
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 Companies Act, 2013 (âthe Actâ) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (âInd ASâ) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2022, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor''s Responsibility for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements. Our opinion is not modified in respect of this matter.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matter described below to be the key audit matter to be communicated in our report.
Sr. No. |
Key Audit Matter |
Auditor''s Response |
1 |
Revenue Recognition Refer Note 3.1 and Note 27 to the standalone financial statements. The Company recognizes revenue from sale of goods based on the terms and conditions of the agreements/ arrangements, which vary with different customers. For sale transactions in a certain period around balance sheet date, it is essential to ensure whether the transfer of control of the goods by the Company to the customer occurs before the balance sheet date. Considering material sale transactions close to the year end and that revenue recognition is subject to transfer of control to the customers before the balance sheet date, we consider the risk of revenue from sale of goods being recognised in the incorrect period as a key audit matter. |
Principal audit procedures performed: ⢠We tested the internal controls relating to determination of point in time at which the transfer of control of goods occurs for revenue recognition in the appropriate period in accordance with the Company''s accounting policy. ⢠For a selection of sale transactions recorded close to the year end, we performed the following audit procedures: ° Analysed the terms and conditions of the underlying agreements/arrangements with the customer, and ° Verified evidence for transfer of control of the goods prior to the balance sheet date or otherwise from relevant supporting documents. |
Information Other than the Financial Statements and Auditor''s Report Thereon
⢠The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Board''s Report including Annexures to Board''s Report, Corporate Governance and Corporate Sustainability Report, but does not include the consolidated financial statements, standalone financial statements and our auditor''s report thereon.
⢠Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
⢠In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.
⢠If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
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 Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. 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 standalone financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.
Auditor''s Responsibility for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
⢠Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
⢠Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating effectiveness of such controls.
⢠Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.
⢠Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a
going concern.
⢠Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
⢠Obtain sufficient appropriate audit evidence regarding the financial information of the Company to express an opinion on the standalone financial statements.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by Section 143(3) of the Act, based on our audit
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 including Other Comprehensive Income, the Statement of Cash Flows and 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 financial statements comply with the Ind AS specified under Section 133 of the Act.
e. On the basis of the written representations received from the directors as on March 31, 2022 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2022 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 Aâ. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company''s internal financial controls over financial reporting.
g. With respect to the other matters to be included in the Auditor''s Report in accordance with the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act.
h. 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, as amended in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements. Refer Note 41 to the standalone 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.
iv. (a) The Management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign
entities (âIntermediariesâ), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(b) The Management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities âFunding Partiesâ), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the
representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.
v. The final dividend proposed in the previous year, declared and paid by the Company during the year is in accordance with section 123 of the Act, as applicable.
The interim dividend declared and paid by the Company during the year and until the date of this report is in compliance with section 123 of the Act.
As stated in Note 20 to the financial statements, the Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is in accordance with section 123 of the Act, as applicable.
2. As required by the Companies (Auditor''s Report) Order, 2020 (âthe Orderâ) issued by the Central Government in terms of Section 143(11) of the Act, we give in âAnnexure Bâ a statement on the matters specified in paragraphs 3 and 4 of the Order.
Mar 31, 2018
Report on the Standalone Ind AS Financial Statements
We have audited the accompanying standalone Ind AS financial statements of DISA INDIA LIMITED (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2018, and the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Cash Flow Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.
Managementâs Responsibility for the Ind AS Financial Statements
The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation of these Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India.
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 standalone Ind AS 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.
In conducting 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 and the Order issued under section 143(11) of the Act.
We conducted our audit of the standalone Ind AS financial statements 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 standalone Ind AS financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the standalone Ind AS 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 standalone Ind AS 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 standalone Ind AS financial statements.
We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS 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 Ind AS and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2018, and its profit, total comprehensive income, the changes in equity and its cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by Section 143(3) of the Act, based on our audit, 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 including Other Comprehensive Income, Statement of Changes in Equity 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 Ind AS financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act.
e) On the basis of the written representations received from the directors of the Company as on March 31, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 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 Aâ. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companyâs internal financial controls over financial reporting.
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. The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS 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 were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
2. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government in terms of Section 143(11) of the Act, we give in âAnnexure Bâ a statement on the matters specified in paragraphs 3 and 4 of the Order.
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)
We have audited the internal financial controls over financial reporting of DISA INDIA LIMITED (âthe Companyâ) as of March 31, 2018 in conjunction with our audit of the standalone Ind AS 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 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 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.
Auditorâs Responsibility
Our responsibility is to express an opinion on the Companyâs internal financial controls over financial reporting of the Company 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) issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. 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 (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the 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, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, 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.
Report of even date on Companies (Auditorâs Report) Order, 2016 (âthe Orderâ) issued by the Central Government in terms of Section 143(11) of the Act
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all fixed assets at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification.
(c) According to the information and explanations given to us and the records examined by us the immovable properties of land and buildings whose title deeds have been pledged as security for loans are held in the name of the Company based on the confirmation received from lender.
(ii) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on physical verification.
(iii) According to the information and explanations given to us, the Company has granted loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013, in respect of which:
(a) The terms and conditions of the grant of such loans are, in our opinion, prima facie, not prejudicial to the Companyâs interest.
(b) The schedule of repayment of principal and payment of interest has been stipulated and repayment or receipt of principal amounts and interest have been regular as per stipulations.
(c) There is no overdue amount remaining outstanding as at the year-end.
(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and providing guarantees and securities, as applicable.
(v) According to the information and explanations given to us, the Company has not accepted any deposits from the public to which 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 Companies (Acceptance of Deposit) Rules, 2014, as amended, would apply. Hence reporting under clause (v) of the Order is not applicable.
(vi) The maintenance of cost records has been specified by the Central Government under section 148(1) of the Companies Act, 2013. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014 as amended prescribed by the Central Government under subsection (1) of Section 148 of the Companies Act, 2013, and are of the opinion that, prima facie, the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.
(vii) According to the information and explanations given to us, in respect of statutory dues:
(a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employeesâ State Insurance, Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Goods & Services Tax, Cess and other material statutory dues applicable to it to the appropriate authorities.
(b) There were no undisputed amounts payable in respect of Provident Fund, Employeesâ State Insurance, Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, Goods & Services Tax, cess and other material statutory dues in arrears as at March 31, 2018 for a period of more than six months from the date they became payable.
(c) Details of dues of Income Tax, Sales Tax, Service Tax, Excise Duty and Value Added Tax, which have not been deposited as on March 31, 2018 on account of disputes are given below:
Name of Statute |
Nature of Dues |
Forum where Dispute is Pending |
Period to which the Amount Relates |
Amount Involved and Unpaid* (Rs. In Millions) |
Central Excise Act, 1944 |
Excise Duty |
CESTAT |
F.Y. 2009-2011 |
0.12 |
Central Excise Act, 1944 |
Excise Duty |
Commissioner (Appeals) |
F.Y. 2014-2016 |
1.19 |
Karnataka Value Added Tax Act, 2003 |
Value Added Tax |
Joint Commissioner (Appeals) |
F.Y. 2010-2011 |
0.05 |
Central Sales Tax Act, 1956 |
Central Sales Tax |
Joint Commissioner (Appeals) |
F.Y. 2007-2011 |
5.12 |
Central Sales Tax Act, 1956 |
Central Sales Tax |
Karnataka Appellate Tribunal |
F.Y. 2012-2013 |
4.15 |
Karnataka Tax on Entry of Goods Act, 1974 |
Entry Tax |
Karnataka Appellate Tribunal |
F.Y. 2012-2013 |
0.11 |
Income Tax Act, 1961 |
Income Tax |
Income Tax Appellate Tribunal |
A.Y. 2013-14 |
5.65 |
There are no dues of duty of custom duty and Goods and Services Tax that have not been deposited as at March 31, 2018 on account of disputes.
* Net of Rs.15.86 millions paid under protest.
(viii) The company has not taken any loans or borrowings from financial institutions, banks and government or has not issued any debentures. Hence reporting under clause 3(viii) of the Order is not applicable to the Company.
(ix) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause 3(ix) of the Order is not applicable to the Company.
(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no fraud on the Company by its officers or employees has been noticed or reported during the year.
(xi) In our opinion and according to the information and explanations given to us, the Company has paid managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.
(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not applicable.
(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Section 188 and 177 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards.
(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the Order is not applicable.
(xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its directors or persons connected with him and hence provisions of section 192 of the Companies Act, 2013 are not applicable.
(xvi) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.
For Deloitte Haskins & Sells
Chartered Accountants
(Firm Registration No. 008072S)
S. Sundaresan
Bangalore Partner
May 24, 2018 (Membership No.25776)
Mar 31, 2017
Independent Auditorsâ Report to the members of Disa India Ltd.
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of DISA INDIA LIMITED (âthe Company"), which comprise the Balance Sheet as at March 31, 2017, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended and a summary of the significant accounting policies and other explanatory information.
Managementâs Responsibility for the Standalone Financial Statements
The Companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe 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 prescribed 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 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 standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditorsâ Responsibility
Our responsibility is to express an opinion on these standalone financial statements based on our audit.
In conducting 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 hereunder.
We conducted our audit of the standalone financial statements 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 standalone financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the standalone 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 standalone 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 standalone financial statements.
We believe that the audit evidence obtained by us 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 March 31, 2017, and its profit and its cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. 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 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 prescribed under section 133 of the Act.
e) On the basis of the written representations received from the directors as on March 31, 2017 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2017 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 A". Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Companyâs internal financial controls over financial reporting.
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. The Company has disclosed the impact of pending litigations on its financial position in its standalone 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 were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
iv. The Company has provided requisite disclosures in the standalone financial statements as regards its holding and dealings in Specified Bank Notes as defined in the Notification S.O. 3407(E) dated the November 8, 2016 of the Ministry of Finance, during the period from November 8, 2016 to December 30, 2016. Based on audit procedures performed and the representations provided to us by the management we report that the disclosures are in accordance with the books of account maintained by the Company and as produced to us by the Management.
2. As required by the Companies (Auditorâs Report) Order, 2016 (âthe Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in âAnnexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order.
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Act")
We have audited the internal financial controls over financial reporting of DISA INDIA LIMITED (âthe Company") as of March 31, 2017 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 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 (â Guidance note") issued by the Institute of Chartered Accountants of India (âICAI"). 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 Act.
Auditorâs 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 issued by the ICAI and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. 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 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 Companyâs internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A Company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Company''s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the Company; and (3) 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, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2017, 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.
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) The fixed assets were physically verified during the year by the Management in accordance with a regular programme of verification which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanation given to us, no material discrepancies were noticed on such verification.
(c) According to the information and explanations given to us and the records examined by us the immovable properties of land and buildings whose title deeds have been pledged as security for loans are held in the name of the Company based on the confirmation received from lender.
(ii) As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals and no material discrepancies were noticed on physical verification.
(iii) According to the information and explanations given to us, the Company has granted loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013, in respect of which:
(a) The terms and conditions of the grant of such loans are, in our opinion, prima facie, not prejudicial to the Companyâs interest.
(b) The schedule of repayment of principle and payment of interest has been stipulated and repayment or receipt of principle amounts and interest have been regular as per stipulations.
(c) There is no overdue amount remaining outstanding as at the year-end.
(c) Details of dues of Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, and Value Added Tax which have not been deposited as on March 31, 2017 on account of disputes are given below:
Name of Statute |
Nature of Dues |
Forum where Dispute is Pending |
Period to which the Amount Relates |
Amount Involved (Rs. Lakhs)* |
Central Excise Act, 1944 |
Central Excise |
CESTAT |
2009-2011 |
1.20 |
Central Excise Act, 1944 |
Central Excise |
Commissioner (Appeal) |
2014-2015 2015-16 |
7.57 4.31 |
Karnataka Value Added Tax Act, 2003 |
Value added tax |
Joint Commissioner (Appeal) |
2010-2011 |
0.52 |
Central sales Tax Act, 1956 |
Central sales Tax |
Joint Commissioner (Appeal) |
2007-2008 2008-2009 2009-2010 2010-2011 2013-2014 2014-2015 |
5.30 9.16 17.26 19.46 281.30 |
Central sales Tax Act, 1956 |
Central sales Tax |
Karnataka Appellate Tribunal |
2012-2013 |
41.53 |
Central Excise Act, 1944 |
Service tax |
Joint Commissioner (Appeal) |
2009-2010 |
5.23 |
Karnataka Tax on Entry of Goods Act, 1974 |
Entry tax |
Karnataka Appellate Tribunal |
2012-2013 |
1.08 |
* Net of Rs. 255.82 Lakhs paid under protest.
(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of grant of loans, making investments and providing guarantees and securities, as applicable.
(v) According to the information and explanations given to us, the Company has not accepted any deposit during the year.
(vi) The maintenance of cost records has been specified by the Central Government under section 148(1) of the Companies Act, 2013. We have broadly reviewed the cost records maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended prescribed by the Central Government under subsection (1) of Section 148 of the Companies Act, 2013, and are of the opinion that, prima facie, the prescribed cost records have been made and maintained. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete.
(vii) According to the information and explanations given to us, in respect of statutory dues:
(a) The Company has been regular in depositing undisputed statutory dues, including Provident Fund, Employeesâ State Insurance, Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, cess and other material statutory dues applicable to it to the appropriate authorities.
(b) There were no undisputed amounts payable in respect of Provident Fund, Employeesâ State Insurance, Income-tax, Sales Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, cess and other material statutory dues in arrears as at March 31, 2017 for a period of more than six months from the date they became payable.
(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to banks. The Company has not taken any loan from government, financial institutions and has not issued any debenture holders.
(ix) The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) or term loans and hence reporting under clause (ix) of the CARO 2016 Order is not applicable.
(x) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year.
(xi) In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.
(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the order is not applicable.
(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Section 177 and 188 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards.
(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of the order is not applicable.
(xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its directors or directors of its holding, subsidiary, associate Company or persons connected with him and hence provisions of section 192 of the Companies Act, 2013 are not applicable.
(xvi)The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934.
For Deloitte Haskins & Sells
Chartered Accountants
(Firm Registration No. 008072S)
S. Sundaresan
Bangalore, May 25, 2017 Partner
SS/JKS/NPR/2017 (Membership No.25776)
Mar 31, 2015
Report on the Financial Statements
We have audited the accompanying financial statements of DISA INDIA
LIMITED ("the Company"), which comprise the Balance Sheet as at March
31, 2015, the Statement of Profit and Loss and the Cash Flow Statement
for the period January 1, 2014 to March 31, 2015, and a summary of the
significant accounting policies and other explanatory information.
Management's Responsibility for the Financial Statements
The Company's 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 notified under the Companies
Act, 1956 ("the Act")( which continue to be applicable in respect of
Section 133 of The Companies Act, 2013 in terms of General Circular
15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs)
and in accordance with the accounting principles generally accepted in
India. This responsibility includes the design, implementation and
maintenance of internal control 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.
Auditors' 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 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 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 the Company's internal control. An audit also includes
evaluating the appropriateness of the accounting policies used and the
reasonableness of the accounting estimates made by the 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 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:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2015;
(b) in the case of the Statement of Profit and Loss, of the profit of
the Company for the period January 1, 2014 to March 31, 2015; and
(c) in the case of the Cash Flow Statement, of the cash flows of the
Company for the period January 1, 2014 to March 31, 2015.
Other Matters
The Ministry of corporate affairs had on April 1, 2014, vide its
general circular No. 07/2014, dissemination of Information with regards
to the provisions of the Companies Act, 2013 as notified till date vis
a vis corresponding provisions of the Companies Act,1956, identified
such sections of the Companies Act, 1956 that would cease/ continue to
have effect from April 1, 2014. Accordingly, in terms of the aforesaid
circular, our reporting in respect of section 227(3)(f) of the
Companies Act, 1956, and clauses (iii), (v)(a) and (b), (vi), (viii),
(xiv), (xviii) of the Companies (Auditor's Report) Order, 2003 (dealing
with sections 49, 58A, 58AA, 209(1)(d) and 301 of the Companies Act,
1956) is only for the period beginning from i.e. January 1, 2014 till
March 31, 2014 since as per the aforementioned MCA circular these
sections have ceased to have effect from April 1, 2014.
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 in terms of Section 227(4A) of
the Act, we give in the Annexure a statement on the matters specified
in paragraphs 4 and 5 of the Order for the period ended March 31, 2015,
to the extent the same are applicable to the Company.
2. As required under provisions of 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 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 Balance Sheet, the Statement of Profit and Loss
and the Cash Flow Statement comply with the Accounting Standards
notified under the Act (which continue to applicable in respect of
Section 133 of The Companies Act, 2013 in terms of general circular
15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs).
(e) Since the provisions of Section 274(1) (g) of the Act are not in
effect from April 1, 2014, the reporting requirement under section
227(3) (f) of the Act is not applicable as of the balance sheet date.
ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT
(Referred to in paragraph 1 under 'Report on Other Legal and Regulatory
Requirements' section of our report of even date)
Having regard to the nature of the Company's
business/activities/results during the year, clauses (vi), (xii),
(xiii), (xiv), (xvi), (xix) and (xx) of paragraph 4 of the Order are
not applicable to the Company.
(i) In respect of its fixed assets :
(a) The Company has maintained records showing most of the particulars
however, in case of certain assets quantitative details and situation
of the fixed assets needs to be updated.
(b) Patterns, tools, jigs and fixtures, vehicles and office equipments
were physically verified during the year by the Management in
accordance with a programme of verification, which in our opinion
provides for physical verification of all the fixed assets at
reasonable intervals. According to the information and explanations
given to us no material discrepancies were noticed on such
verification.
(c) The fixed assets disposed off during the period, in our opinion, do
not constitute a substantial part of the fixed assets of the Company
and such disposal has, in our opinion, not affected the going concern
status of the Company.
(ii) In respect of its inventories:
(a) As explained to us, the inventories were physically verified during
the period by the Management at reasonable intervals.
(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 were 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 has maintained proper records of its
inventories and no material discrepancies were noticed on physical
verification.
(iii) The Company has neither granted nor taken any loans, secured or
unsecured, to/from companies, firms or other parties covered in the
Register maintained under Section 301 of the Companies Act, 1956,
during the period the said Section was applicable.
(iv) In our opinion and according to the information and explanations
given to us, having regard to the explanations that some of the items
purchased are of special nature and suitable alternate sources are not
readily available for obtaining comparable quotations, there is an
adequate internal control system commensurate with the size of the
Company and the nature of its business with regard to purchases of
inventory and fixed assets and for sale of goods and services. During
the course of our audit, we have not observed any major weakness in
such internal control system.
(v) In respect of contracts or arrangements entered in the Register
maintained in pursuance of Section 301 of the Companies Act, 1956,
during the period the said Section was applicable, to the best of our
knowledge and belief and according to the information and explanation
given to us:
(a) The particulars of contracts or arrangements referred to in Section
301 that needed to be entered in the Register maintained under the said
Section have been so entered.
(b) In our opinion and having regard to our comments in paragraph 4
above, with regard to purchase of certain items for which comparative
quotes are not available, transactions made in pursuance of such
contracts or arrangements, in excess of Rs.5 lakhs in respect of any
party, have been made at prices which are prima facie, reasonable
having regard to the prevailing market prices at the relevant times.
(vi) In our opinion, the internal audit functions carried out during
the period by a firm of Chartered Accountants appointed by the
Management has been commensurate with the size of the Company and the
nature of its business.
(vii) We have broadly reviewed the cost records maintained by the
Company pursuant to the Companies (Cost Accounting Records) Rules, 2011
during the period the said section was applicable prescribed by the
Central Government under Section 209(1) (d) of the Companies Act, 1956
and are of the opinion that prima facie, the prescribed cost records
have been maintained. We have, however, not made a detailed examination
of the cost records with a view to determine whether they are accurate
or complete.
(viii) According to the information and explanations given to us in
respect of statutory dues:
(a) The Company has generally been regular in depositing undisputed
dues, including Provident Fund, Investor Education and Protection Fund,
Employees State Insurance, Income-tax, Sales Tax, Wealth Tax, Service
Tax, Custom Duty, Excise Duty, Cess and other material statutory dues
applicable to it with the appropriate authorities.
(b) There were no undisputed amount payable in respect of Provident
Fund, Investor Education and Protection Fund, Employees State
Insurance, Income-tax, Sales tax, Wealth tax, Service Tax, Custom Duty,
Excise duty, Cess and other material statutory dues in arrears as at
March 31, 2015 for a period of more than six months from the date they
became payable.
(c) Details of dues of Income-tax, Sales Tax, Wealth Tax, Custom Duty,
Excise Duty and Cess which have not been deposited as on March 31, 2015
on account of disputes are given below:
Name of the Nature of the Dues Forum where dispute
Statute is pending
The Central Central excise Assistant
Excise Act, 1944 Commissioner
of Central Excise
Karnataka Value Value added tax Joint Commissioner
Added Tax Act, (Appeals)
2003
Central Sale Tax Central sales tax Joint Commissioner
Act, 1956 (Appeals)
Central Excise Service tax The Commissioner of
Act, 1944 Central Excise (Appeals)
Karnataka Value Value added tax Joint Commissioner of
Added Tax 2003 Commercial Taxes
Central Sales Tax Central sales tax Joint Commissioner
Act, 1956 (Appeals)
Karnataka Tax on Entry tax Joint Commissioner of
Entry of Goods Commercial Taxes (Appeals)
Act, 1974
Central Sales Tax Central sales tax Deputy Commissioner of
Act, 1956 Commercial taxes
Name of the Period to which Amount Involved
Statute the amount relates (Rs. Lakhs)
The Central 2009 - 2010 and 1.20
Excise Act, 1944 2010-2011
Karnataka Value 2008-2009 9.15
Added Tax Act, 2010-2011 0.52
2003 2012-2013 0.34
Central Sale Tax 2010-2011 19.45
Act, 1956
Central Excise 2009-2010 5.03
Act, 1944
Karnataka Value 2007-2008 5.30
Added Tax 2003
Central Sales Tax 2012-2013 38.08
Act, 1956
Karnataka Tax on 2012-2013 5.64
Entry of Goods
Act, 1974
Central Sales Tax 2013-2014 783.96
Act, 1956
(ix) The Company does not have accumulated losses at the end of the
financial year and the Company has not incurred cash losses during the
financial year covered by our audit and in the immediately preceding
financial period.
(x) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in the repayment of dues to
banks, financial institutions and has not issued any debentures.
(xi) According to information and explanations given to us, the Company
has not given any guarantee for loans taken by others from banks or
financial institutions.
(xii) In our opinion and according to the information and explanations
given to us, and on an overall examination of the Balance Sheet of the
Company, we report that funds raised on short-term basis, have, prima
facie, not been used during the period for long-term investment.
(xiii) According to the information and explanations given to us, 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 period the relevant Section was
applicable.
(xiv) To the best of our knowledge and according to the information and
explanations given to us, no fraud by the Company and no material fraud
on the Company has been noticed or reported during the year.
for Deloitte Haskins & Sells
Chartered Accountants
(Firm Registration No. 008072S)
S. Sundaresan
Bangalore, May 28, 2015 Partner
SS/MNB/JKS/SA/2015 (Membership No.25776)
Dec 31, 2013
We have audited the accompanying financial statements of DISA India
Limited ("the Company"), which comprise the Balance Sheet as at
December 31, 2013, the Statement of Profit and Loss and 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 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 notified under the Companies
Act, 1956 ("the Act") (which continue to be applicable in respect of
Section 133 of the Companies Act, 2013 in terms of General Circular
15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs)
and in accordance with the accounting principles generally accepted in
India. This responsibility includes the design, implementation and
maintenance of internal control 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.
Auditors'' 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 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 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 the Company''s internal control. An audit also includes
evaluating the appropriateness of the accounting policies used and the
reasonableness of the accounting estimates made by the 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 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:
(a) in the case of the Balance Sheet, of the state of affairs of the
Company as at December 31, 2013;
(b) in the case of the Statement of Profit and Loss, of the profit of
the Company for the year ended on that date; and
(c) in the case of the Cash Flow Statement, of the cash flows of the
Company 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 in terms of Section 227I4A) 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) °f 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 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 Balance Sheet, the Statement of Profit and
Loss, and the Cash Flow Statement comply with the Accounting Standards
notified under the Act (which continue to be applicable in respect of
Section 133 of the Companies Act, 2013 in terms of General Circular
15/2013 dated 13 September 2013 of the Ministry of Corporate Affairs).
(e) On the basis of the written representations received from the
directors as on December 31, 2013 taken on record by the Board of
Directors, none of the directors is disqualified as on December 31,
2013 from being appointed as a director in terms of Section 274(1)^) of
the Act.
ANNEXURE TO THE INDEPENDENT AUDITORS'' REPORT
(Referred to in paragraph 1 under ''Report on Other Legal and Regulatory
Requirements'' section of our report of even date)
Having regard to the nature of the Company''s
business/activities/results during the year is such that clause iii(b)
to (d), iii(f) and (g), vi, xii, xiii, xiv, xvi, xix and xx of
paragraph 4 of the order are not applicable to the Company.
1. In respect of its fixed assets :
(a) The Company has maintained proper records showing most of the
particulars however, in case of certain assets quantitative details and
situation of fixed assets needs to be updated.
(b) Computers and Plant and machinery were physically verified during
the year by the Management and no material discrepancies were noticed
on such verification. In our opinion, having regard to the size of the
Company and the nature of its fixed assets, the frequency of
verification needs improvement.
(c) The fixed assets disposed off during the year, in our opinion, do
not constitute a substantial part of the fixed assets of the Company
and such disposal has, in our opinion, not affected the going concern
status of the Company.
2. In respect of its inventories:
(a) As explained to us, the inventories were physically verified during
the year by the Management at reasonable intervals.
(b) In our opinion and according to the information and explanations
given to us, the procedure of physical verification of inventories
followed by the Management needs some improvement in respect of
maintenance of documentation of verification 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 has maintained proper records of its
inventories and no material discrepancies were noticed on physical
verification.
3. The Company has neither granted nor taken any loan, secured or
unsecured, to / from companies, firm or other parties covered in the
Register maintained under Section 301 of the Companies Act, 1956.
4. In our opinion and according to the information and explanations
given to us, having regard to the explanations that some of the items
purchased are of special nature and suitable alternative sources are
not readily available for obtaining comparable quotations, there is an
adequate internal control system commensurate with the size of the
Company and the nature of its business with regard to purchases of
inventory and fixed assets and the sale of goods and services. During
the course of our audit, we have not observed any major weakness in
such internal control system.
5. In respect of contracts or arrangements entered in the Register
maintained in pursuance of Section 301 of the Companies Act, 1956, to
the best of our knowledge and belief and according to the information
and explanations given to us:
(a) The particulars of contracts or arrangements referred to in Section
301 that needed to be entered in the Register maintained under the said
Section have been so entered.
(b) In our opinion and having regard to our comments in paragraph 4
above, with regard to purchase of certain items for which comparative
quotes are not available, transactions made in pursuance of such
contracts or arrangements, in excess of Rs.5 lakhs in respect of any
party, have been made at prices which are prima fade, reasonable having
regard to the prevailing market prices at the relevant times.
6. In our opinion, the internal audit function carried out during the
year by a firm of Chartered Accountants appointed by the Management has
been commensurate with the size of the Company and the nature of its
business.
7. We have broadly reviewed the cost records maintained by the Company
pursuant to the Companies (Cost Accounting Records) Rules, 2011
prescribed by the Central Government under Section 209(i)(d) of the
Companies Act, 1956 and are of the opinion that, prima facie, the
prescribed cost records have been maintained. We have, however, not
made a detailed examination of the cost records with a view to
determine whether they are accurate or complete.
8. According to the information and explanations given to us in
respect of statutory dues:
(a) The Company has generally been regular in depositing undisputed
dues, including 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
applicable to it with the appropriate authorities.
(b) There were no undisputed amounts payable 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 in arrears as
at December 31, 2013 for a period of more than six months from the date
they became payable.
(c) Details of dues of Income-Tax, Sales Tax, Wealth Tax, Service Tax,
Custom Duty, Excise Duty and Cess which have not been deposited as on
December 31, 2013 on account of disputes are given below:
Name of the
Statute Nature of
the Dues Forum where
dispute Period to
which Amount
Involved
is pending the amount
relates (Rs. Lakhs)
The Central
Excise Act
1944 Central
excise Assistant 2009 - 2010
and 1.20
Commissioner 2010-2011
of Central
Excise
Karnataka
Value Added
Tax Value added
tax Joint
Commissioner 2008-2009 9.15
Act 2003 (Appeals)
Karnataka
Value Added
Tax Value added
tax Joint
Commissioner 2010-2011 0.52
Act 2003 (Appeals)
Central Sale
Tax Act 1956 Central
sales tax Joint
Commissioner 2010-2011 19.45
(Appeals)
Employees
Provident
Fund and Provident
Fund Regional PF
Commissioner 1996-2013 2.13
Miscellaneous
Provisions
Act, 1952
9. The Company does not have any accumulated losses and it has not
incurred cash losses during the financial year covered by our audit and
in the immediately preceding financial year.
10. In our opinion and according to the information and explanations
given to us, the Company has not defaulted in the repayment of dues to
financial institutions, banks and has not issued any debenture.
11. The Company has not given any guarantee for loans taken by others
from banks or financial institutions.
12. In our opinion and according to the information and explanations
given to us, and on an overall examination of the Balance Sheet of the
Company, we report that funds raised on short-term basis have, prima
facie, not been used during the year for long-term investment.
13. According to the informationÂs and explanations given to us, the
Company has not made any preferential allotment of shares to parties
and companies covered in the Register maintained under Section 301 of
the Act.
14. To the best of our knowledge and according to the information and
explanations given to us, no fraud by the Company and no material fraud
on the Company has been noticed or reported during the year.
for Deloitte Haskins & Sells
Chartered Accountants
(Firm Registration No. 008072S)
S. Sundaresan
Bangalore, February 26, 2014 Partner
SS/MNB/JKS/2014 Membership N0.25776
Dec 31, 2012
We have audited the attached Balance Sheet of DISA India Limited,
Bangalore as at 31st December, 2012, the Statement of Profit and Loss
and also the Cash Flow Statement for the year ended on that date
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.
We conducted our audit in accordance with 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.
As required by the Companies (Auditor''s Report) Order, 2003 issued by
the Central Government of India in terms of sub-section (4A) of section
227 of the Companies Act, 1956, we enclose in the Annexure a statement
on the matters specified in paragraphs 4 and 5 of the said Order.
Further to our comments in the Annexure referred to 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 December, 2012, and taken on record by the Board
of Directors, we report that none of the Directors is disqualified as
on 31st December 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 December, 2012; and
b) in the case of the Statement of Profit and Loss , of the profit for
the year ended on that date.
c) in case of the Cash Flow Statement, of the cash flows for the year
ended on that date.
I. The Company has maintained proper records showing full particulars
including Quantitative details and situation of fixed assets. The
Management at reasonable intervals has physically verified these Fixed
Assets and no material discrepancies were noticed on such verification.
II. The physical verification of inventory has been conducted at
reasonable intervals by the Management. The procedures for 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. The Company is maintaining proper records of inventory and
any discrepancies noticed on physical verification are being properly
dealt in the books of accounts.
III. The Company has neither granted nor taken any loans, secured or
unsecured to or from companies, firms or other parties covered in the
register maintained under section 301 of the Companies Act 1956.
IV. The Company has adequate internal control procedures commensurate
with the size of the company and the nature of its business, for the
purchase of inventory, fixed assets and also for the sale of goods.
There are no major weaknesses in the internal control to be corrected.
V. The Company has not entered into any transaction as seen from the
register maintained in pursuance of Section 301 of the Companies Act
1956 with the exception of related party transactions with the group
companies where the transactions purchases/sales are at reasonable
rates as per the information given to us.
VI. The Company has not accepted deposits from the public and the
provisions of Section 58A and 58AA of the Companies Act 1956, rules
framed there under and other relevant directives issued by the Reserve
Bank of India are not applicable to the Company.
VII. The Company has appointed a firm of Auditors to carry out the
Internal Audit. The Internal Audit is commensurate with its size of the
Company and nature of its business.
VIII. The Central Government has prescribed the maintenance of cost
records under Section 209(1)^) of the Act in respect of products
manufactured by the Company for each of the financial year commencing
on or after the 1 April 2011. We have broadly reviewed the books of
accounts maintained by the Company and are of the opinion that prima
facie, the prescribed records and accounts have been made and
maintained.
IX. The Company is regular in depositing undisputed statutory dues
including Provident Fund, Investor Education and Protection Fund,
Employee''s State Insurance, Income tax, Sales Tax, Wealth Tax, Service
Tax, Customs Duty, Excise Duty and Cess with the appropriate
authorities. According to the information and explanation given to us
there are no undisputed statutory dues outstanding at the year end, for
the period exceeding six months from the date they became payable.
According to the information and explanation given to us, the following
are the particulars of disputed statutory dues which have not been
deposited as at 31st December 2012.
Name of the Statute Nature of the Dues Amount (Rs)
The Central Sales Tax Act 1956 CST 18,31,511
and KVAT Act 2003
The Central Excise Act, 1944 Excise Duty 2,42,338
The Finance Act 1994 Service Tax 7,604
(Service Tax)
The Finance Act 1994 Service Tax 10,05,739
(Service Tax)
Finance Act 1994 Education Cess on 12,378
(Service Tax) Service Tax
The Central Excise Act, 1944 Excise Duty 5,788
Name of the Statute Period to which Forum where dispute
the amount relates is Pending
The Central Sales Tax
1956 and KVAT Act 2003 April 2008 to Deputy Commissioner of
March 2009 Commercial Taxes
(Audit)
The Central Excise Act,
1944 April 2009 to Commissioner of
Central Excise
Mach 2011 (Appeals)
The Finance Act,1994 March 2010 to Additional
Commissioner of
February 2011 Central Excise
The Finance Act, 1994 April 2006 to Additional
Commissioner of
March 2011 Central Excise
Finance Act 1994 April 2011 to Assistant
Commissioner of
March 2012 Central Excise
The Central Excise Act,1944 July 2009 to Assistant
Commissioner of
March 2011 Central Excise
X. The Company has got accumulated profits at the end of the year and
the company has not incurred cash losses in the current year and in the
immediately preceding year.
XI. The Company has not defaulted in repayment of dues to Financial
Institutions or Banks or Debenture holders.
XII. The Company has not granted any loan and advances on the basis of
security by way of pledge of shares, debentures and other securities.
Accordingly paragraph 4 (xii) of the Order is not applicable;
XIII. In our opinion and according to the information and
explanations, the company is not a Chit Fund, Nidhi or Mutual Benefit
Fund/ Societies. Accordingly paragraph 4 (xiii) of the Order is not
applicable;
XIV. According to the information and explanations given to us, the
company is not dealing or trading in shares, securities, debentures or
other investments. Accordingly paragraph 4(xiv) of the Order is not
applicable.
XV. The Company has not given any guarantee for loans taken by others
from Bank or Financial Institution etc.,
XVI. The Company has not obtained any term loans during the year.
XVII. The funds raised by the Company on short-term basis have not
been used for long term investment and vice versa.
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 issues during the
year. Accordingly paragraph 4(xx) of the Order is not applicable.
XXI. Based on our examination and the information provided to us by the
company, no fraud on or by the company has been noticed or reported
during the year.
for M.K.DANDEKER & CO.
(ICAI Reg No. 000679S)
K.J.DANDEKER
Partner
Place : Bangalore Chartered Accountant
Dated : 28.02.2013 Membership No.18533
Dec 31, 2011
We have audited the attached Balance Sheet of Disa India Limited,
Bangalore as at 31st December, 2011, the Profit and Loss Account and
also the Cash Flow Statement for the year ended on that date 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.
We conducted our audit in accordance with 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.
As required by the Companies (Auditor's Report) Order, 2003 issued by
the Central Government of India in terms of sub-section (4A) of section
227 of the Companies Act, 1956, we enclose in the Annexure a statement
on the matters specified in paragraphs 4 and 5 of the aid Order.
Further to our comments in the Annexure referred to 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 ADs-
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 ADs-
iii. The Balance Sheet, Profit and Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account ADs-
iv. In our opinion, the Balance Sheet, Profit and Loss Account 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 ADs-
v. On the basis of written representations received from the
Directors, as on 31st December, 2011, and taken on record by the Board
of Directors, we report that none of the Directors is disqualified as
on 31st December 2011 from being appointed as a director in terms of
clause (g) of sub-Section (i) of Section 274 of the Companies Act,
1956 ADs-
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 December, 2011 ADs- and
b) in the case of the Profit and Loss Account, of the profit for the
year ended on that date.
c) in case of the Cash Flow Statement, of the cash flows for the year
ended on that date.
ANNEXURE TO THE AUDITORS' REPORT IN PURSUANCE OF COMPANIES (AUDITORS
REPORT) ORDER, 2003
(Referred to in our Report of even date)
I. The Company has maintained proper records showing full particulars
including Quantitative details and situation of fixed assets. The
Management at reasonable intervals has physically verified these Fixed
Assets and no material discrepancies were noticed on such verification.
II. The physical verification of inventory has been conducted at
reasonable intervals by the Management. The procedures for 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. The Company is maintaining proper records of inventory and
any discrepancies noticed on physical verification are being properly
dealt in the books of accounts.
III. The Company has neither granted nor taken any loans, secured or
unsecured to or from companies, firms or other parties covered in the
register maintained under section 301 of the Companies Act 1956.
IV. The Company has adequate internal control procedures commensurate
with the size of the company and the nature of its business, for the
purchase of inventory, fixed assets and also for the sale of goods.
There are no major weaknesses in the internal control to be corrected.
V. The Company has not entered into any transaction as seen from the
register maintained in pursuance of Section 301 of the Companies Act
1956 with the exception of related party transactions with the group
companies where the transactions purchases/sales are at reasonable
rates as per the information given to us.
VI. The Company has not accepted deposits from the public and the
provisions of Section 58A and 58AA of the Companies Act 1956, rules
framed there under and other relevant directives issued by the Reserve
Bank of India are not applicable to the Company.
VII The Company has appointed 3 film of Auditors to carry out the
Internal Audit. The Internal Audit is commensurate with the size of the
Company and nature of its business.
VIII. The Company is not required to maintain the cost records as
prescribed by the Central Government under clause (d) of sub- section
(i) of section 209 of the Companies Act 1956.
IX. The Company is regular in depositing undisputed statutory dues
including Provident Fund, Investor Education and Protection Fund,
Employees' State Insurance, Income tax, Sales Tax, Wealth Tax, Service
Tax, Customs Duty, Excise Duty and Cess with the appropriate
authorities except for the following cases:
Forum Description Period related to Net Demand
(In Rs.)
Assistant
Commissioner of Credit of
service tax on July 2007 to
Central Excise
- Bangalore. staff transport
sought June 2008 1,17,230/-
to be
disallowed.
Addtl.
Commissioner of Credit of
service tax on March 2010 to
Central Excise
- Bangalore. Croup Insurance
Policy sought Feb 2011 5,27,099/-
to be
disallowed.
Karnataka High
Court, Appeal filed
against Penalty Assessment Year
Bangalore. levied under
section
271(1)(c) 2004-05 19,09,818/-
of the
Income Tax
Act, 1961,
X. The company has got accumulated profits at the end of the year and
the company has not incurred cash losses in the current year and in the
immediately preceding year.
XI. The Company has not defaulted in repayment of dues to Financial
Institutions or Banks or debenture holders.
XII. The Company has not granted any loan and advances on the basis of
security by way of pledge of shares, debentures and other securities.
Accordingly paragraph 4 (xii) of the Order is not applicable ADs-
XIII In our opinion and according to the information and explanations,
the company is not a Chit Fund, Nidhi or Mutual Benefit Fund/
Societies. Accordingly paragraph 4 (xiii) of the Order is not
applicable ADs-
XIV. According to the information and explanations given to us, the
company is not dealing or trading in shares, securities, debentures or
other investments. Accordingly paragraph 4(xiv) of the Order is not
applicable.
XV The Company has not given any guarantee for loans taken by others
from Bank or Financial Institution etc.
XVI. The Company has not obtained any term loans during the year.
XVII. The funds raised by the Company on short-term basis have not
been used for long term investment and vice versa.
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 issues during the
year. Accordingly paragraph 4(xx) of the Order is not applicable.
XXI. Based on our examination and the information provided to us by the
company, no fraud on or by the company has been noticed or reported
during the year.
for M.K.DANDEKER ACY- CO.
(ICAI Reg No. 000679S)
K.J.DANDEKER
Partner
Place : Bangalore Chartered Accountant
Dated : 29.02.2012 Membership N0.18533
Dec 31, 2010
We have audited the attached Balance Sheet of Disa India Limited,
Bangalore as at 31st December, 2010, the Profit and Loss Account and
also the Cash Flow Statement for the year ended on that date annexed
thereto. These financial statements are the responsibility of the
Companys management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with 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.
As required by the Companies (Auditors Report) Order, 2003 issued by
the Central Government of India in terms of sub-section (4A) of section
227 of the Companies Act, 1956, we enclose in the Annexure a statement
on the matters specified in paragraphs 4 and 5 of the said Order.
Further to our comments in the Annexure referred to 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, Profit and Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account;
iv. In our opinion, the Balance Sheet, Profit and Loss Account 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 December, 2010, and taken on record by the Board of
Directors, we report that none of the Directors is disqualified as on
31st December 2010 from being appointed as a director in terms of
clause (g) of sub-section (i) 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 December, 2010; and
b) in the case of the Profit and Loss Account, of the profit for the
year ended on that date.
c) in case of the Cash Flow Statement, of the cash flows for the year
ended on that date.
ANNEXURE TO THE AUDITORS REPORT IN PURSUANCE OF COMPANIES (AUDITORS
REPORT) ORDER, 2003
(Referred to in our Report of even date)
I. The Company has maintained proper records showing full particulars
including Quantitative details and situation of fixed assets. The
Management at reasonable intervals has physically verified these Fixed
Assets and no material discrepancies were noticed on such verification.
II. The physical verification of inventory has been conducted at
reasonable intervals by the Management. The procedures for 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. The Company is maintaining proper records of inventory and
any discrepancies noticed on physical verification are being properly
dealt in the books of accounts.
III. The Company has neither granted nor taken any loans, secured or
unsecured to or from companies, firms or other parties covered in the
register maintained under section 301 of the Companies Act 1956.
IV. The Company has adequate internal control procedures commensurate
with the size of the company and the nature of its business, for the
purchase of inventory, fixed assets and also for the sale of goods.
There are no major weaknesses in the internal control to be corrected.
V. The Company has not entered into any transaction as seen from the
register maintained in pursuance of Section 301 of the Companies Act
1956 with the exception of related party transactions with the group
companies where the transactions purchases/sales are at reasonable
rates as per the information given to us.
VI. The Company has not accepted deposits from the public and the
provisions of Section 58A and 58AA of the Companies Act 1956, rules
framed there under and other relevant directives issued by the Reserve
Bank of India are not applicable to the Company.
VII. The Company has appointed a firm of Auditors to carry out the
Internal Audit. The Internal Audit is commensurate with its size of the
Company and nature of its business.
VIII. The Company is not required to maintain the cost records as
prescribed by the Central Government under clause (d) of sub- section
(i) of section 209 of the Companies Act 1956.
IX. The Company is regular in depositing undisputed statutory dues
including Provident Fund, Investor Education and Protection Fund,
Employees State Insurance, Income tax, Sales Tax, Wealth Tax, Service
Tax, Customs Duty, Excise Duty and Cess with the appropriate
authorities except for the following cases:
Forum Description
Employees Provident Fund Other Allowance paid to
Appellate Tribunal - Bangalore Trainees not considered
for PF Calculation
Central Excise and Credit of service tax on
Service Tax Appellate Tribunal staff transport sought to
be disallowed.
Assistant Commissioner of Credit of service tax on staff
Central Excise - Bangalore transport sought to be disallowed
Income Tax Appellate Tribunal, Appeal filed against Penalty
Bangalore levied under section 27i(i)(c)
of the Income Tax Act, 1961,
Employees Provident Fund Appellate Tribunal - Bangalore
Central Excise and
Service Tax Appellate Tribunal
Assistant Commissioner of Central Excise - Bangalore
Income Tax Appellate Tribunal, Bangalore
Period related to Net Demand (In Rs.)
August 2006 to August 2009 4,92,376/-
July 2006 to June 2007 1,19,056/-
July 2007 to August 2008 1,17,230/-
Assessment Year 2004-05 29,29,818/-
X. The company has got accumulated profits at the end of the year and
the company has not incurred cash losses in the current year and in the
immediately preceding year.
XI. The Company has not defaulted in repayment of dues to Financial
Institutions or Banks or Debenture holders.
XII. The Company has not granted any loan and advances on the basis of
security by way of pledge of shares, debentures and other securities.
Accordingly paragraph 4 (xii) of the Order is not applicable;
XIII. In our opinion and according to the information and
explanations, the company is not a Chit Fund, Nidhi or Mutual Benefit
Fund/
Societies. Accordingly paragraph 4 (xiii) of the Order is not
applicable;
XIV. According to the information and explanations given to us, the
company is not dealing or trading in shares, securities, debentures or
other investments. Accordingly paragraph 4(xiv) of the Order is not
applicable.
XV. The Company has not given any guarantee for loans taken by others
from Bank or Financial Institution etc.,
XVI. The Company has not obtained any term loans during the year.
XVII. The funds raised by the Company on short-term basis have not
been used for long term investment and vice versa.
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 issues during the
year. Accordingly paragraph 4(xx) of the Order is not applicable.
XXI. Based on our examination and the information provided to us by the
company, no fraud on or by the company has been noticed or reported
during the year.
for M.K.DANDEKER & CO.
(ICAI Reg No. 000679S)
KJ.DANDEKER
Partner
Place : Bangalore Chartered Accountant
Dated : 25.02.2011 Membership No.18533
Dec 31, 2009
We have audited the attached Balance Sheet of Disa India Limited,
Bangalore as at 31st December, 2009, the Profit and Loss Account and
also the Cash Flow Statement for the year ended on that date annexed
thereto. These financial statements are the responsibility of the
Companys management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with 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.
As required by the Companies (Auditors Report) Order, 2003 issued by
the Central Government of India in terms of sub- section (4A) of
section 227 of the Companies Act, 1956, we enclose in the Annexure a
statement on the matters specified in paragraphs 4 and 5 of the said
Order.
Further to our comments in the Annexure referred to 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, Profit and Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account;
iv. In our opinion, the Balance Sheet, Profit and Loss Account 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 December, 2009, and taken on record by the Board of
Directors, we report that none of the Directors is disqualified as on
31st December 2009 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 December, 2009; and
b) in the case of the Profit and Loss Account, of the profit for the
year ended on that date.
c) in case of the Cash Flow Statement, of the cash flows for the year
ended on that date.
ANNEXURE TO THE AUDITORS REPORT IN PURSUANCE OF COMPANIES (AUDITORS
REPORT) ORDER, 2003 (Referred to in our Report of even date)
I. The Company has maintained proper records showing full particulars
including Quantitative details and situation of fixed assets. The
Management at reasonable intervals has physically verified these Fixed
Assets and no material discrepancies were noticed on such verification.
II. The physical verification of inventory has been conducted at
reasonable intervals by the Management. The procedures for 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. The Company is maintaining proper records of inventory and
any discrepancies noticed on physical verification are being properly
dealt in the books of accounts.
III. The Company has neither granted nor taken any loans, secured or
unsecured to or from companies, firms or other parties covered in the
register maintained under section 301 of the Companies Act 1956.
IV. The Company has adequate internal control procedures commensurate
with the size of the company and the nature of its business, for the
purchase of inventory, fixed assets and also for the sale of goods.
There are no major weaknesses in the internal control to be corrected.
V. The Company has not entered into any transaction as seen from the
register maintained in pursuance of Section 301 of the Companies Act
1956 with the exception of related party transactions with the group
companies where the transactions purchases/sales are at reasonable
rates as per the information given to us.
VI. The Company has not accepted deposits from the public and the
provisions of Section 58A and 58AA of the Companies Act 1956, rules
framed there under and other relevant directives issued by the Reserve
Bank of India are not applicable to the Company.
VII. The Company has appointed a firm of Auditors to carry out the
Internal Audit. The Internal Audit is commensurate with its size of the
Company and nature of its business.
VIII. The Company is not required to maintain the cost records as
prescribed by the Central Government under clause (d) of sub-section
(i) of section 209 of the Companies Act 1956.
IX. The Company is regular in depositing undisputed statutory dues
including Provident Fund, Investor Education and Protection Fund,
Employees State Insurance, Income tax, Sales Tax, Wealth Tax, Service
Tax, Customs Duty, Excise Duty and Cess with the appropriate
authorities, except for the following cases:
Forum Description Period related to Net Demand
(In Rs.)
Regional Provident
Fund Other Allowance
paid to August 2006 to
Commissioner,
Bangalore Trainees not
considered August 2009 4,92,376/-
for PF Calculation
Commissioner of
Central Credit of service
tax on July 2006 to
Excise (Appeals),
Bangalore staff transport
sought to June 2007 59,528/-
be disallowed.
Assistant Commi
ssioner of Credit of service
tax on July 2007 to
Central Excise
-Bangalore staff transport
sought to be August 2008 58,615/-
Commissioner
of Central Service Tax on
commission July 2004 to
Excise (Appeals),
Bangalore payments to non-
residents April 2006 77,993/-
sought to be levied
Income Tax
Appellate
Tribunal, Appeal filed against
Penalty Assessment Year
Bangalore levied under section
271(1 )(c) 2004-05 19,09,818/-
of the Income Tax
Act, 1961,
X The company has got accumulated profits at the end of the year and
the company has not incurred cash losses in the current year and in the
immediately preceding year.
XI. The Company has not defaulted in repayment of dues to Financial
Institutions or Banks or Debenture holders.
XII. The Company has not granted any loan and advances on the basis of
security by way of pledge of shares, debentures and other securities.
Accordingly paragraph 4 (xii) of the Order is not applicable;
XIII. In our opinion and according to the information and
explanations. The company is not a Chit Fund, Nidhi or Mutual Benefit
Fund/ Societies. Accordingly paragraph 4 (xiii) of the Order is not
applicable;
XPV. According to the information and explanations given to us, the
company is not dealing or trading in shares, securities, debentures or
other investments. Accordingly paragraph 4(xiv) of the Order is not
applicable.
XV. The Company has not given any guarantee for loans taken by others
from Bank or Financial Institution etc.,
XVI. The Company has not obtained any term loans during the year.
XVII. The funds raised by the Company on short-term basis have not been
used for long term investment and vice versa
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 issues during the
year. Accordingly paragraph 4(xx) ofthe Order is not applicable.
XXI. Based on our examination and the information provided to us by
the company, no fraud on or by the company has been noticed or reported
during the year.
for M.K.DANDEKER & CO.
K.J.DANDEKER
Partner
Place : Bangalore Chartered Accountant
Dated : 26.02.2010 Membership No. 18533
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