globus corporation ltd Auditors report


TO THE MEMBERS OF GLOBUS CORPOORATION LIMITED.

Report on the Audit of Financial Statements:

Opinion

We have audited the accompanying financial statements of GLOBUS CORPOORATION LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2019, the Statement of Profit and Loss, and the Cash Flow Statement for the year then ended and notes to the financial statement including a summary of the 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 financial statements give the information required by the Companies Act, 2013 ("Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31stMarch, 2019, and its profit, and its Cash Flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards of Auditing (SAs) specified under Section 143 (10) of the Act. Our responsibilities under those SAs are further described in the Auditors Responsibilities for the Audit of the 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 together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty relating to Going Concern

We draw attention to Note 1-4 of the Key audit matters, which indicates that virtual uncertainty exists regarding future income and various pending suits against the company. These events or conditions indicate that a material uncertainty exists that may cast significant doubt on the companys ability to continue as a going concern. 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 financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

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Key Audit Matters How the Matter was addressed in our audit
1. Deferred Tax Assets of Rs. 4.03 Crs. Our audit procedures included the following:
(i) We held discussion with the management with respect to the future possibility of generating revenues to utilize the deferred tax assets.
(ii) Deferred tax asset created denotes tax effect of brought forward losses to be adjusted against future period income. Since, the company has discontinued business of manufacturing due to lack of funds, there is no virtual certainty regarding future incomes. However the management is of the view that the company would be able to generate future income resulting into set-off of losses against future incomes.
2. Bank claim of Rs. 276.09 lacs Our audit procedures included the following:
(i) We discussed the matter with the management and saw the exchange of the relevant communications with the bank.
(ii) As explained and informed to us by the management, the Bank had filed recovery proceedings against the Company with the Debt Recovery Tribunal (DRT) for recovery of Rs. 317.64 Lacs plus subsequent interest and charges. Subsequently they auctioned the properties of the Company and have recovered the above mentioned amount. The Bank is claiming a further Rs. 276.09 lacs towards contractual dues, penal interest and other charges. We have discussed this issue with the management who are pursuing the matter of obtaining a waiver of the balance amount. Therefore, the Company has not provided for this amount in their accounts.
3. Contingent liability in relation to tax litigations Our audit procedures included the following
- Sales Tax dues of Rs. 734.04 lacs. (ii) We obtained an understanding and details of completed tax assessments, demands issued by tax authorities, orders/notices received with respect to the litigations, from the management.
- Income Tax dues of Rs. 56.68 lacs
(ii) We held discussions with management to understand their assessment of the quantification and likelihood of significant exposures and the provisions required for specific cases. Various appeals have been filed by the company for the waiver of interest and penalty and these VAT and Income Tax liabilities are included in the amount of dues stated. The management is of the view that liability will be accounted as and when settled. Therefore, no provision for the same is made in the Financial Statements.
4. No confirmation from certain debtors Our audit procedures included the following:
(i) We obtained details of the amounts outstanding from the debtors and the managements views on the same.
(ii) We have been informed by the management that no confirmations have been received from any of the debtors, raising serious doubts about the recovery of the same. However, we have been informed by the management that they are following up for the recovery and will take legal recourse if necessary. In their opinion, the same does not require any provision.

Other Information

The Companys management and Board of Directors are responsible for the other information. The other information comprises of Management Reports such as Boards Report, Management Discussion and Analysis, but does not include the financial statements and our Auditors Report thereon. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. If, based on the work we have performed on the other information that we obtained prior to the date of this Auditors Report, 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.

Managements Responsibility for the Financial Statements:

The Companys management and 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 state of affairs, its profit and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management and Board of Directors are responsible for assessing the Companys ability to continue as 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.

The Board of Directors is also responsible for overseeing the Companys financial reporting process

Auditors Responsibility for the audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether that financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors 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 decision of the users taken on the basis of theses 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 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 omission, misrepresentations, or the override of internal control.

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in 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 control with reference to financial statements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and reasonableness of accounting estimates and related disclosure made by management.

• Conclude on appropriateness of managements 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 Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditors Report to the related disclosure are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of Auditors Report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentations, structure and content of the financial statements, including the disclosure, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. 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 through 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 financial statements of the current period and are therefore the key audit matters. We describe these matters in our Auditors 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 should reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements:

1. As required by the Companies (Auditors Report) Order, 2016 ("the order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the Annexure A a statement on the matters specified in paragraphs 3 and 4 of the order, to the extent applicable 2. (A) 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 (including other comprehensive income), and the statement of the Cash Flows dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31st March, 2019 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2019 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 with reference to financial statements of the company and the operating effectiveness of such controls, refer to our separate report in Annexure B. (B) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial position

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 - A TO INDEPENDENT AUDITORS REPORT

With reference to the Annexure referred to in paragraph 1 under the heading ‘Report on Other Legal & Regulatory Requirement of the Independent Auditors report to the members of Globus Corpooration Limited on the financial statements for the year ended March 31, 2019, we report that:

(i) The Company does not have any Fixed Assets and hence the clause (i) is not applicable.

(ii) The Company does not have any Inventories and hence the clause (ii) is not applicable.

(iii) The Company has not granted any loans, secured or unsecured to companies, firms, Limited Liability Partnership or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013 and hence clause (iii) is not applicable.

(iv) In view of clause (iii) above, our opinion on whether the company has complied with the provisions of section 185 and I86 of the Companies Act, 2013 in respect of loans, investments, guarantees, and security is not applicable

(v) The company has not accepted deposits from the public, within the meaning of sections 73 to 76 or anyother relevant provisions of the Companies Act, 2013 and the rules framed there under, Hence, the clause

(v) of the Order is not applicable to the company. (vi) To the best of our knowledge and according to the information and explanations given to us, the central government has not prescribed the maintenance of cost records under Section 148(1) of the Companies Act, 2013 for any services rendered by the Company.

(vii) (a) The company has generally been regular in depositing undisputed statutory dues including provident fund, employees state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, GST, value added tax, cess and any other statutory dues with the appropriate authorities.

According to the information and explanations given to us, there were disputed amounts payable in respect of the aforesaid dues as at 31 March 2019 for a period of more than six months from the date they became payable and details of the same are as under:

Nature of the Statue Nature of dues Amount in Rs.
Maharashtra Value added Tax Act, 2005 Value added Tax 734.04 lacs
Income Tax Act, 1961 Income Tax 56.68 lacs

(i) In our opinion and according to the information and explanations given by the management, the Company had defaulted in payment of outstanding dues of Rs. 2.76 Crs as interest and penalty to the bank which is treated as a contingent liability (Refer Notes to Accounts). The Company has not issued any debentures and hence default or otherwise on payments to debenture holders is not applicable.

(ii) According to the information and explanations given to us, the Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) and term loans during the year

(iii) Based upon the audit procedures performed and the information and explanations given by the management, we report that no fraud by the Company or on the company by its officers or employees has been noticed or reported during the year.

(iv) Based upon the audit procedures performed and the information and explanations given to us, the Company has not paid any Managerial Remuneration for the Financial Year 2018-19 as laid down by the provisions of section 197 and other applicable provisions of the Companies Act, 2013, if any.

(v) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 4 (xii) of the Order are not applicable to the Company.

(vi) In our opinion, all transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.

(vii) Based upon the audit procedures performed and the information and explanations given to us, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of clause 3 (xiv) of the Order are not applicable.

(i) Based upon the audit procedures performed and the information and explanations given to us, the company has not entered into any non-cash transactions with directors or persons connected with them. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable.

In our opinion, the company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the order are not applicable to the company

"A NNEXURE B" TO THE INDEPENDENT AUDITORS REPORT OF EVEN DATE ON THE FNAN I CIAL STATEMENTS OF GLOBUS CORPOORATION LMITED

Report on the Internal Financal Controls und i er Clause (i) of Sub-section 3 of Section 143 of the Companies Act. 2013 ("the Act")

We have audited the internal financial controls over financial eporting of Globus Corpooration Limited (the Company) as of March 31, 2019 in conjunction with our audit of the financial statements of the Company for the year ended on that date. In our opinion, the Company has, in all material respects, adequate internal financial controls with reference to financial statements and such internal financial controls were operating effectively as at 31 March 2019, based on the internal financial controls with reference to financial statements 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 Repoting issu r ed by the Institute of Chartered Accountants of India ( the Guidance Note ) . .

Managements Responsibility for Internal Financial Controls.

The Companys management and the Board of Directors are responsible for establishing and maintaining internal financial controls based on the internal financial control with reference to financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring t!1e orderly and efficient conduct of its business, including adherence to companys polices, 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 (hereinafter e r ferred to as the Act).

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls with reference to financial statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the Guidance Note) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls with reference to financial statements, both applicable to an audit of Internal Financial Contr o ls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects, Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls with refee r nce to financial statements included obtaining an understanding of internal financial controls, assessing the risk that a material weakness exists, and testing and evaluating the design and oper at ing effectiveness of internal control based on the assessed is r k. The procedues selected depe r nd on the Auditors 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 Companys internal financial controls system over financial reporting.

Meaning of Internal Financial Controls with Reference to Financial Statements

A companys internal financial control with reference to financial statements 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 companys internal financial control with reference to financial statements 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 companys assets that could have a mateialr effe ct on the financial statements.

Inherent Limitations of Internal Financial Controls with Reference to Financial Statements

Because of the inherent limitations of internal financial controls with reference to financial statements, 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 with respect to financial statements to future periods are subject to the risk that the internal financial control with reference to financial statement may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

For P,D.Saraf & Co.
Chartered Accountants
Firms Registration NO.109241W
Madhusudan Saraf
Partner
Membership No. 41747
Place: Mumbai
Date: 28thMay, 2019