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May 2015

From Published Accounts

By Himanshu V. Kishnadwala Chartered Accountant
Reading Time 20 mins
Section b: Illustration of Auditors’ Report as per The Companies Act, 2015 for 2 Companies infosys ltd. (31-3-2015))

Report of The financial Statements
We have audited the accompanying standalone financial statements of infosys Limited (‘the Company’), which comprise the balance sheet as at 31st march 2015, the statement of profit and loss and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements
the  Company’s  Board  of  directors  is  responsible  for the matters stated in section 134(5) of the Companies act, 2013 (“the act”) with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in india, including the accounting Standards specified u/s. 133 of the Act, read with Rule 7 of the Companies  (accounts)  rules,  2014.  This  responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility
Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the act and the rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified u/s. 143(10) of the Act. those  Standards  require  that  we  comply  with  ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment,  including  the  assessment  of the risks of material misstatement of the financial statements, whether due to fraud or error. in making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. an audit also includes evaluating the appropriateness of the accounting policies used  and  the  reasonableness of the accounting estimates made by the Company’s directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the act in the manner so required and give   a true and fair view in conformity with the accounting principles generally accepted in india, of the state of affairs of the Company as at 31st march 2015 and its profit and its cash flows for the year ended on that date.

Report on Other legal and Regulatory Requirements
1.    As  required  by  the  Companies  (auditor’s  report) order, 2015 (“the order”) issued by the Central Government of india in terms of sub-section (11) of section 143 of the act, we give in the annexure a statement on the matters specified in the paragraph 3 and 4 of the order, to the extent applicable.

2.    As required by section 143(3) of the act, we report that:

a)    We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
b)    In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;
c)    The balance sheet, the statement of profit and loss and the cash flow statement dealt with by this report are in agreement with the books of account;
d)    In our opinion, the aforesaid standalone financial statements comply with the accounting Standards specified u/s. 133 of the Act, read with Rule 7 of the Companies (accounts) rules, 2014;
e)    On the basis of the written representations received from the directors as on 31st march 2015 taken on record by the Board of directors, none  of the directors is disqualified as on 31st March 2015 from being appointed as a director in terms of section 164 (2) of the act; and
f)    With respect to the other matters to be included in the auditor’s report in accordance with rule 11 of the Companies (audit and auditors) rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i.    The Company has disclosed the impact of pending litigations on its financial position in its financial statements  –  refer  note  2.20  and  2.37  to  the financial statements;
ii.    The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long- term contracts including derivative contracts – Refer Note 2.7 to the financial statements;
 
iii.    There has been no delay in transferring amounts, required to be transferred, to the investor education and Protection fund by the Company.

Annexure To The Independent Auditors’ Report
The  annexure  referred  to  in  our  independent  auditors’ report to the members of the Company on the standalone financial statements for the year ended 31st March 2015, we report that:

i.    (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b)  The  Company  has  a  regular  programme  of physical verification of its fixed assets by which fixed assets are verified in a phased manner over a period of three years. in accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

ii.    The  Company  is  a  service  company,  primarily rendering software services. accordingly, it does not hold any physical inventories. thus, paragraph 3(ii) of the order is not applicable.

iii.    (a) The Company has granted loans to three bodies corporate covered in the register maintained u/s.189 of the Companies act, 2013 (‘the act’).
(b)    In the case of the loans granted to the bodies corporate listed in the register maintained u/s.189 of the act, the borrowers have been regular in the payment  of  the  interest  as  stipulated.  The  terms of arrangements do not stipulate any repayment schedule and the loans are repayable on demand. Accordingly, paragraph 4(iii)(c) of the order is not applicable to the Company in respect of repayment of the principal amount.
(c)    There  are  no  overdue  amounts  of  more  than Rs. 1 lakh in respect of the loans granted to the bodies corporate listed in the register maintained u/s. 189 of the act.

iv.    In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and sale of  services.  The  activities  of  the  Company  do not involve purchase of inventory and the sale of goods. We have not observed any major weakness in the internal control system during the course of the audit.

v.    The Company has not accepted any deposits from the public.

vi.    The  Central  Government  has  not  prescribed  the maintenance of cost records u/s. 148(1) of the act, for any of the services rendered by the Company.

vii.    (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to  us, the Company did not have any dues on account of employees’ state insurance and duty of excise. According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material  statutory  dues were in arrears as at 31st march 2015 for a period of more than six months from the date they became payable.

(b)    According to the information and explanations given to us, there are no material dues of wealth tax, duty of customs and cess which have not been deposited with the appropriate  authorities on account of any  dispute.  however,  according to information and explanations given to us, the following dues of income tax, sales tax, service tax and value added tax have not been deposited by the Company on account of  disputes:  (List not reproduced)

(c)    According to the information and explanations given to us the  amounts  which  were  required  to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies act, 1956 (1 of 1956) and rules there under has been transferred to such fund within time.

viii.    The  Company  does  not  have  any  accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

ix.    The Company did not have any outstanding dues to financial institutions, banks or debenture holders during the year.

x.    In our opinion and according to the information and the explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

xi.    The   Company   did   not   have   any   term   loans outstanding during the year.

xii.    According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

Gruh Finance ltd. (31-3-2015)

Report of the financial Statements
We have audited the accompanying financial statements of   Gruh   finance   Limited   (“the   Company”),   which comprise the Balance Sheet as at 31st march, 2015,  and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the financial Statements
The  Company’s  Board  of  directors  is  responsible  for the matters stated in section 134(5) of the Companies act, 2013 (“the act”) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in india, including the Accounting Standards specified u/s. 133 of the Act read with  rule  7  of  the  Companies  (accounts)  rules,  2014. this responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities, selection and application of appropriate accounting policies, making judgments and estimates that are reasonable and prudent, and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the act and the rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified u/s. 143(10) of the Act. Those  Standards  require  that  we  comply  with  ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor’s judgment,  including  the  assessment  of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors considers internal financial control relevant to the Company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. an audit also includes evaluating the appropriateness of the accounting policies used  and  the  reasonableness of the accounting estimates made by the Company’s directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in india, of the state of affairs of the Company as at 31st March, 2015, 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 the Companies (auditor’s report) order, 2015 (“the order”) issued by the Central Government of india in terms of sub-section (11) of section 143 of the act, we give in the annexure a statement on the matters specified in paragraphs 3 and 4 of the order.

2.    As required by section 143(3) of the act, we report that:

(a)    We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes  of our audit.

(b)    In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books and proper returns adequate for the purposes of our audit have been received from the branches not visited by us.

(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 and with the returns received from the branches not visited by us.

(d)    In our opinion the aforesaid financial statements comply with the Accounting Standards specified u/s.  133  of  the act,  read  with  the  rule  7  of  the Companies (accounts) rules, 2014.

(e)    On the basis of the written representations received from the directors as on 31st march, 2015 taken on record by the Board of directors, none  of the directors is disqualified as on 31st March, 2015 from being appointed as a director in terms of section 164(2) of the act.

(f)    With respect to the other matters to be included in the auditor’ s report in accordance with rule 11 of the Companies (audit and auditors) rules, 2014, in our opinion and to the best of our information and according to the explanations give to us:

i.    The   Company   has   disclosed   the   impact   of pending litigations on its financial position in its financial statements – Refer Note 27.1 to the financial statements.

ii.    The   Company   did   not   have   any   long-term contracts including derivative contracts for which there were any material foreseeable losses;

iii.    There has been no delay in transferring amounts, required to be transferred, to the investor education and Protection fund by the Company.

Annexure to the Independent Auditors’ report
Referred to in Paragraph 1 under the heading “report on other legal and regulatory requirements” of our report of even date,

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

(b) All the fixed assets were physically verified by the management during the year. We are informed that no material discrepancies were noticed on such verification.

(ii)    (a)   The   stocks   of   acquired   and/or   developed properties have been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable.

(b)    The procedures of physical verification of stock of acquired and/or developed properties followed by the management are reasonable and adequate in relation to the size of the Company and the nature of its business.

(c)    The  Company  is  maintaining  proper  records of acquired and developed properties. no discrepancy was noticed on verification between the physical properties and the book records.

(iii)    The Company has not granted any loans, secured and unsecured to Companies, firms or other parties covered in the register maintained u/s. 189 of the act. Consequently, requirement of clauses (iii,a) and (iii,b) of paragraph 3 of the order are  not applicable.

(iv)    In our opinion and according to the information and explanations given to us, there exists an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to acquisition of properties, fixed assets and with regard to the sale of properties and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal controls.

(v)    In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of sections 73 to 76 of  the act  and  the  housing  finance  Companies (NHB) directions, 2010 with regard to the deposits accepted from the public. No order has been passed by the Company Law Board or national Company Law tribunal or reserve Bank of india or any Court or any other tribunal.

(vi)    The   Company   is   not   engaged   in   production, processing, manufacturing or mining activities. Therefore, the provisions of clause (vi) of paragraph 3 of the order are not applicable.

(vii)    (a)  The  Company  is  regular  in  depositing  with appropriate authorities undisputed statutory dues including Provident fund, investor education and Protection fund, income tax, Wealth tax, Service tax,   CESS   and   other   material   statutory   dues applicable to it. according to the information and explanations given to US, no undisputed amounts payable in respect of outstanding statutory dues were in arrears as at 31st march, 2015 for a period of more than six months from the date they became payable.

(b)    According to the information and explanations given to us, following amounts have not been deposited as on 31st March, 2015 on account of any dispute:

(c)    According to the information and explanations given to us, the amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies act, 1956 (1 of 1956) and rules made thereunder has been transferred to such fund within time.

(viii)    The   Company   neither   has   any   accumulated losses nor has incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

(ix)    According to the information and explanations given to us, the Company has not defaulted in repayment of dues to banks or debentures holders.

(x)    To  the  best  of  our  knowledge  and  belief  and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from bank or financial institutions.

(xi)    To  the  best  of  our  knowledge  and  belief  and according to the information and explanations given to us, in our opinion, the term loans obtained during the year were, prima facie, applied by the Company for the purpose for which they were obtained, other than temporary deployment pending application.

(xii)    To  the  best  of  our  knowledge  and  belief  and according to the information and explanations given to us, no fraud on or by the Company has been noticed or reported during the year, although there have been few instances of loans becoming doubtful of recovery consequent upon fraudulent misrepresentation by borrowers, the amounts whereof are not material in the context and size of the Company and the nature of its business and which have been provided for.

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