To the Members of
Pentokey Organy (India) Limited
Report on the audit of the Financial Statements
Opinion
1. We have audited the accompanying financial statements of Pentokey Organy (India)
Limited ("the Company"), which comprise the Balance Sheet as at 31st March
2023, and the Statement of Profit and
Loss (including Other Comprehensive Income), Statement of Changes in Equity and
Statement of Cash
Flows for the year then ended, and notes to the financial statements, including a
summary of significant accounting policies and other explanatory information.
2. 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 ("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, 2023, and total comprehensive income
(comprising profitand other comprehensive income), changes in equity and its cash
flows for the year ended on that date.
Basis for opinion
3. We conducted our audit in accordance with the Standards on Auditing (SAs) specified
under section 143(10) of the Companies Act, 2013. Our responsibilities under those
Standards 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.
Other Information
4. The Companys Board of Directors is responsible for the other information. The other
information comprises the information included in the Board of Directors report, but does
not include the financial statements and our auditors report thereon.
5. Our opinion on the financial statements does not cover the other information and we
will not express any form of assurance conclusion thereon.
6. In connection with our audit of the financial statements, our responsibility is to
read the other information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge obtained in the
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.
Responsibilities of management and those charged with governance for the financial
statements
7. The Companys Board of Directors is responsible for the matters stated in section
134(5) of the Act with respect to the preparation of these financial statements that give
a true and fair view of the financial position, financial performance, changes in the
accounting principles generally accepted in India, including the Indian Accounting
Standards (Ind AS) 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 statement that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
8. In preparing the financial statements, management is responsible for assessing the
Companys 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. The Board of Directors are also responsible for overseeing the
Companys financial reporting process.
Auditors responsibilities for the audit of the financial statements
9. Our objectives are to obtain reasonable assurance about whether the 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 decisions of users taken on the
basis of these financial statements.
10. As part of an audit in accordance with SAs, we exercise professional judgment and
maintain professional scepticism 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 sufficientand 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 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 with reference to financial statements 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 management.
Conclude on the 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 on the Companys ability to conditionsthatmay castsignificant
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 disclosures in the 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 auditors 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 financial statements,
including the disclosures, and whether the financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.
11. 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 deficienciesin internal control that we identify during our audit.
12. 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.
13. 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 would reasonably
be expected to outweigh the public interest benefits of such communication.
Report on other legal and regulatory requirements
14. 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 Act, we give in
the Annexure A a statement on the matters specified in paragraphs 3 and 4 of
the Order, to the extent applicable.
15. 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 accounts 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 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 financial statements comply with the Accounting
Standards specified under Section 133 of the Act.
(e) On the basis of the written representations received from the directors as on March
31, 2023 taken on record by the Board of Directors, none of the directors is disqualified
as on March 31, 2023 from being appointed as a director in terms of Section 164 (2) of the
Act.
(f) With respect to the adequacy of the internalfinancialcontrols with reference to
financial statements of the Company and the operating effectiveness of such controls,
refer to our separate Report in
"Annexure B".
(g) With respect to the other matters to be included in the 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 has disclosed the impact of pending litigations on its financial position in its
financial statements Refer Note 23 to the financial statements; ii) The Company did not
have any long term contracts including derivatives 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; and iv) The reporting on disclosures
relating to Specified Bank Notes is not applicable to the Company for the year ended March
31, 2023
(h) The requirement to use accounting software that includes an audit trail (edit log)
feature for maintaining a Companys books of account, as mandated by rule 3(1) of the
Companies (Accounts) Rules, 2014, has been postponed until the financial years beginning
on or after April 1, 2023. As a result, we are not able to report under Rule 11(g) of the
Companies (Audit & Auditors) Rules, 2014 for the financial year that . ended on March
31, 2023
FOR VERMA MEHTA & ASSOCIATES
Chartered Accountants
Firms Registration No: 112118W
Sandeep Verma
Partner M.N.045711
Place: Mumbai
Date: 27/05/2023
UDIN: 23045711BGTZHV9739
Annexure - A to the Independent Auditors Report
The Annexure referred to in Independent Auditors Report to the members of the Company
on the financial statements for the year ended 31st March 2023, we report that:
(i) In respect of Companys property plant and equipment:
(a) (A) The Company has generally maintained proper records showing full particulars,
including quantitative details and situation of property plant and equipment.
(a) (B) The Company has generally maintained proper records showing full particulars of
intangible assets.
(b) The Company has a system for verification to cover all the items of fixed assets
and fixed assets have been physically verified by the management at reasonable intervals
and no discrepancy noticed on such verification.
(c) the title deeds of all the immovable properties (other than properties where the
company is the lessee and the lease agreements are duly executed in favour of the lessee)
disclosed in the financial statements (d) According to the information and explanations
given to us and on the basis of our examination of the records of the Company, the Company
has not revalued its Property, Plant and Equipment (including Right of Use assets) or
intangible assets or both during the period.
(e) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, no proceedings have been initiated or are
pending against the company for holding any benami property under the Benami Transactions
(Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
(ii) And in respect Companys inventories, The inventory has been physically verified
by the management at reasonable intervals during the year. In our opinion, the frequency
of such verification is reasonable. The discrepancies noticed on verification between the
physical stocks and the book records were not material. (iii) The Company has not granted
any loans, secured or unsecured, to companies, firms, limited liability partnerships or
other parties covered in the register maintained under Section 189 of the Act.
Accordingly, paragraph 3(iii) of the Order is not applicable to the Company.
(iv) In our opinion and according to the information and explanations given to us, the
Company has not granted any loans, secured or unsecured or provided any guarantees or
security to parties covered under section 185 of the Act. The Company has not granted
loans, no investments has been made, no guarantees or security are given to parties
covered under section 186 of the Act. Accordingly, paragraph 3 (iv) of the
Order is not applicable to the Company.
(v) In our opinion and according to the information and explanations given to us, the
Company has not accepted any deposits from the public. Accordingly, paragraph 3 (v) of the
Order is not applicable to the
Company.
(vi) The Company is not required to maintain cost accounting records. Accordingly,
paragraph 3 (vi) of the
Order is not applicable to the Company. (vii) in respect of statutory dues:
(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,value added tax, duty of excise, duty of customs, service tax, GST ,professional
tax, cess and other material statutory dues have been generally regularly deposited during
the year by the Company with the appropriate authorities. According to the information and
explanations given to us, no undisputed amounts payable in respect of provident fund,
income tax, sales tax, value added tax, duty of excise, duty of customs, service tax, GST,
professional tax, cess and other material statutory dues were in arrears as at 31 March
2023 for a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us, details of statutory
dues which have not been deposited with the appropriate authorities on account of any
dispute are given as follows
| Name of Statue |
Nature of Dues |
Forum where dispute is pending |
Period |
Amount Un-Paid (Rs in lakhs) |
| Income Tax Act 1961 |
Income Tax |
Commissioner of Income-Tax (Appeals) |
A.Y 2015-16 |
Rs. 171.58 lakhs. |
(viii) According to the information and explanations given to us and on the basis of
our examination of the records of the Company, there are no transactions that have been
not recorded in the books of account that have been surrendered or disclosed as income
during the period under audit in the tax assessments under the Income Tax Act, 1961 (43 of
1961)
(ix) According to the information and explanations given to us, the Company has not
defaulted any loans or borrowings from any financial institution, banks, government or
debenture holders during the year.
(x) The Company did not raise any moneys by way of initial public offer or further
public offer (including debt instruments) or by way of Term Loans during the year.
(xi) (a) According to the information and explanations given to us, no material fraud
by the Company or on the Company by its officers or employees has been noticed or reported
during the course of our audit.
(b) No report under sub-section (12) of section 143 of the Companies Act has been filed
by the auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit and
Auditors) Rules, 2014 with the Central Government.
(c) According to the information and explanations given to us, the Company has not
received any whistle-blower complaints.
(xii) In our opinion and according to the information and explanations given to us, the
Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not
applicable.
(xiii) According to the information and explanations given to us and based on our
examination of the records of the Company, transactions with the related parties are in
compliance with sections 177 and 188 of the Act, where applicable. The details of such
related party transactions have been disclosed in the financial statements as required by
applicable Ind AS .
(xiv) The Company has an internal audit system commensurate with the size and nature of
its business.The reports of the Internal Auditors for the period under audit have been
considered by us during the course of our audit (xv) According to the information and
explanations given to us and based on our examination of the records of the Company, the
Company has not entered into non-cash transactions with directors or persons connected
with him. Accordingly, paragraph 3(xv) of the Order is not applicable.
(xvi) The Company is not required to be registered under section 45-IA of the Reserve
Bank of India Act 1934.
Accordingly, paragraph 3(xvi) of the Order is not applicable.
(xvii) The Company has not incurred cash losses for the period ended on 31st March 2023
and cash loss for the immediately preceding financial year i.e., F.Y. 2021-2022 was Rs Rs
15.88 lakhs.
(xviii) The Statutory Auditors of the Company has not resigned during the period ended
on 31st March 2023. Thus, paragraph 3(xviii) of the Order is not applicable.
(xix) on the basis of the financial ratios, ageing and expected dates of realization of
financial assets and the financial statements, the auditors paymentoffinancial knowledge
of the Board of Directors and management plans, no material uncertainty exists as on the
date of the audit report regarding the Companys capabilities of meeting its liabilities
as and when they fall due within a period of one year from the balance sheet date.
(xx) The company does not have net worth of Rupees five hundred crore or more the
relevant provisions of section 135 of Companies Act, 2013 are not applicable to the
company.
FOR VERMA MEHTA & ASSOCIATES
Chartered Accountants
Firms Registration No: 112118W
Sandeep Verma
Partner M.N.045711
Place: Mumbai
Date: 27/05/2023
UDIN: 23045711BGTZHV9739
Annexure - B
to the Independent Auditors Report of even date on the Financial Statements of
Pentokey Organy (India) Limited
Report on the Internal Financial Controls under Clause (i) of Subsection 3 of Section
143 of the Companies Act, 2013 ("the Act") We have audited the internal
financial controls over financial reporting of Pentokey Organy (India) Limited ("the
Company") as of March 31, 2023 in conjunction with our audit of the financial
statements of the Company for the year ended on that date.
Managements Responsibility for Internal Financial Controls
The Companys 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
(‘Guidance Note) issued by the Institute of Chartered Accountants of India
(‘ICAI). 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 Companys 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 financialinformation, as required under the Act.
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial
controls overfinancialreporting based on our audit. We conducted our audit in accordance
with the Guidance Note and the Standards on
Auditing, issued by ICAI and deemed to be prescribed under Section 143 (10) of the Act,
to the extent applicable to an audit of internal financial controls, both applicable to an
audit of Internal Financial Controls and, both issued by the ICAI. 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 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 Over Financial Reporting a process designed
to provide reasonable ACompanysinternalfinancialcontrolover financial assurance regarding
the reliability of financialreporting and the preparation of financial statements for
external purposes in accordance with the generally accepted accounting principles. A
Companys 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 Companys 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 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 overfinancialreporting may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal
financial controls system over financial reporting and such internal financial controls
over financial reporting at March 31, 2023 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 issued by the ICAI.
FOR VERMA MEHTA & ASSOCIATES
Chartered Accountants
Firms Registration No: 112118W
Sandeep Verma
Partner M.N.045711 Place: Mumbai
Date: 27/05/2023 UDIN: 23045711BGTZHV9739
+91-9892691696
