To the Members of Phoenix Lamps Limited
Report on the Financial Statements
We have audited the accompanying standalone financial statements of Phoenix Lamps
Limited ("the Company"), which comprise the Balance Sheet as at March
31,2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then
ended, and a summary of signiticant accounting policies and other explanatory information.
Management’ s Responibility 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 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
accounting principles generally accepted in India, including the Accounting Standards
specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts)
Rules, 2014. This responsibility also includes maintenance of adequate accounting records
in accordance with the provisions of the Act for safeguarding of the assets of the Company
and for preventing and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making judgments and estimates that are
reasonable and prudent; and the design, implementation and maintenance of adequate
internal financial control that were operating effectively for ensuring the accuracy and
completeness of the accouting 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, issued by the
Institute of Chartered Accountants of lndia, as specified under Section 143(10) of the
Act. Those Standards require that we comply with ethical requirements and plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and
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. ln making those risk assessments,
the auditor considers internal financial control relevant to the Company’s
preparation of the financial
statements that give a true and fair view in order to design audit procedures that are
appropriate in the circumstances. An audit also includes evaluating the appropriateness of
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
ln our opinion and to the best of our information and according to the explanations
given to us, the 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 lndia of the state of affairs of the Company as at March
31,2016, 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, 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 1, 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 purpose of our audit;
(b) In our opinion proper books of account as required by law have been kept by the
Company so far as it appears from our examination of those books.
(c) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with
by this Report are in agreement with the books of account.
(d) In our opinion, the aforesaid standalone financial statements comply with the
Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014;
(e) On the basis of written representations received from the directors as on March 31,
2016, and taken on record by the Board of Directors, none of the directors is disqualified
as on March 31,2016, from being appointed as a director in terms of Section 164 (2) of the
Act;
(f) With respect to the adequacy of the internal financial controls over financial
reporting of the Company and the Operating effectiveness of such controls, refer to our
separate Report in ‘Annexure 2" to this report;
(g) With respect to the other matters to be included in the
Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and according to the
explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial
position in its fmancial statements-Refer Note 29(b) 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.
For S.R. Batliboi & Co. LLP
Chartered Accountants
ICAI Firm Registration Number: 301003E/E300005
Sd/-
Per Anil Gupta
Partner
Membership Number: 87921
Place : New Delhi
Date : 28th May 2016
Annexure 1 referred to in paragraph ‘Report on Other Legal and Regulatory
Requirements’ of our report of even date
Re: Phoenix Lamps Limited (‘the Company’)
(i) (a) The Company has maintained proper records
showing full particulars, including quantitative details and situation of fixed assets.
(b) All fixed assets were physically verified by the management in the previous year in
accordance with a planned programme of verifying them once in three years which, in our
opinion, is reasonable having regard to the size of the Company and the nattrre of its
assets. No material discrepancies were noticed on such verification.
(c) According to the information and explanations given by the management, the title
deeds of immovable properties included in fixed assets are held in the name of the
Company.
(ii) The management has conducted physical verification of inventory at reasonable
intervals during the year and no material discrepancies were noticed on such physical
verification.
(iii) (a) The Company has granted loans to one other party covered in the register
maintained under Section 189 of the Companies Act, 2013. In our opinion and according to
the information and explanations given to us, the terms and conditions of the grants and
loans not prejudicial to the Company’s interest.
(b) In respect of loans granted to other party covered in the register maintained under
Section 189 of the Companies Act, 2013, repayment of the principal amount is as stipulated
and payment of interest has been regular.
(c) There is no overdue amount of loans granted to the party listed in the register
maintained under Section 189 of the Companies Act, 2013 which are outstanding for more
than ninety days.
(iv) In our opinion and according to the information and explanations given to us, the
Company has not advanced loans to directors including entities in which they are
interested to which provisions of Section 185 of the Companies Act, 2013 apply and hence
not commented upon . In our opinion and according to the information and explanations
given to us, provisions of Section 186 of the Companies Act, 2013 in respect of loans and
advances given, investments made, guarantees and securities given have been complied with
by the Company.
(v) The Company has not accepted any deposits from the public.
(vi) We have broadly reviewed the books of account maintained by the Company pursuant
to the rules made by the Central Government for the maintenance of cost records under
Section 148(1) of the Companies Act, 2013, related to the manufacture of auto components,
and are of the opinion that prima facie, the prescribed accounts and records have been
made and maintained. We have not, however, made a detailed examination of the same.
(vii) (a) Undisputed statutory dues including provident fund,
employees’ state insurance, income-tax, sales-tax, service tax, customs duty,
excise duty, value added tax, cess and other statutory dues have generally been regularly
deposited with the appropriate authorities though there has been a slight delay in a few
cases.
(b) According to the information and explanations given to us, no undisputed amounts
payable in respect of provident fund, employees’ state insurance, income-tax,
sales-tax, service tax, customs duty, excise duty, value added tax, cess and other
statutory dues were outstanding at the year end, for a period of more than six months from
the date they became payable.
(c) According to the records of the Company, the dues outstanding of income-tax,
sales-tax, service tax, customs duty, excise duty, value added tax and cess on account of
any dispute, are as follows:
| Name of the statute |
Nature of dues |
Amount (Rs. in lacs) |
Period to which the amount relates |
Forum where dispute is pending |
| Income Tax Act, 1961 |
Income Tax demand |
3,671.39 |
AY 2010-11 |
CIT (Appeals), Noida |
| Income Tax Act, 1961 |
TDS demand |
29.66 |
AY 2011-12 to AY 2014-15 |
CIT (Appeals),Dehradun |
| Central Sales Tax Act, 1956 |
Pending C Forms |
2.33 |
FY 2006-07 & 2008-09 |
Deputy Commissioner of Assessment, Uttrakhand |
| Delhi Sales Tax Act, 1975 |
Sales tax demand |
0.82 |
FY 1994-95 |
D.C.-Appeal IV,Delhi |
| Finance Act, 1994 |
Penalty against Service tax demand |
0.38 |
FY 2008-09 to 2012-13 |
Superintendent, Service Tax Range-XVII, Division-IV, Noida |
| Finance Act, 1994 |
Penalty against Service tax demand |
10.27 |
AY 2009-10 & 2010-11 |
CESTAT, New Delhi |
(The above does not include demands outstanding in relation to General Lighting
business which was sold by the Company on August 30, 2013 and any statutory liabilities
relating to such business will be borne by buyer, in accordance with the Business Transfer
Agreement signed by the Company and the buyer.)
(viii) In our opinion and according to the information and explanations given by the
management, the Company has not defaulted in repayment of dues to any bank. The Company
did not have any outstanding debentures and loan from financial institution or government
during the year.
(ix) In our opinion and according to the information and explanations given by the
management, the Company has utilized the monies raised by way of term loans for the
purposes for which those were raised. The Company has not raised any money by way of
initial public offer / further public offer (including debt instruments) during the year.
(x) Based upon the audit procedures performed for the purpose of reporting the true and
fair view of the financial statements and according to the information and explanations
given by the management, we report that no fraud by the Company or no fraud on the Company
by the officers and employees of the Company has been noticed or reported during the year.
(xi) According to the information and explanations given by the management, the
managerial remuneration has been paid / provided in accordance with the requisite
approvals mandated by the provisions of Section 197 read with Schedule V to the Companies
Act, 2013.
(xii) In our opinion, the Company is not a nidhi company. Therefore, the provisions of
clause 3(xii) of the Order are not applicable to the Company and hence not commented upon.
(xiii) According to the information and explanations given by the management,
transactions with the related parties are in compliance with Section 177 and 188 of
Companies Act, 2013 where applicable and the details have been disclosed in the notes to
the financial statements, as required by the applicable accounting standards.
(xiv) According to the information and explanations given to us and on an overall
examination of the balance sheet, the Company has not made any preferential allotment or
private placement of shares or fully or partly convertible debentures during the year
under review and hence, reporting requirements under clause 3(xiv) of the Order are not
applicable to the Company and hence not commented upon.
(xv) According to the information and explanations given by the management, the Company
has not entered into any non-cash transactions with directors or persons connected with
them as referred to in Section 192 of Companies Act, 2013.
(xvi) According to the information and explanations given to us, the provisions of
Section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to the Company.
For S.R. Batliboi & Co. LLP
Chartered Accountants
ICAI Firm Registration Number: 301003E/E300005
Sd/-
Per Anil Gupta
Partner
Membership Number: 87921
Place : New Delhi
Date : 28th May 2016
ANNEXURE 2 TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE STANDALONE
FINANCIAL STATEMENTS OF PHOENIX LAMPS LIMTED Report on the Internal Financial Controls
under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the
Act")
To the Members of Phoenix Lamps Limited We have audited the internal financial controls
over financial reporting of Phoenix Lamps Limited ("the Company") as of March
31, 2016 in conjunction with our audit of the financial statements of the Company for the
year ended on that date.
Management’ s Responsibility for Internal Financial Controls
The Company’s Management is responsible for establishing and maintaining internal
financial controls based on the internal control over financial reporting criteria
established by the Company considering the essential components of internal control stated
in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting
issued by the Institute of Chartered Accountants of India. These responsibilities include
the design, implementation and maintenance of adequate internal financial controls that
were operating effectively for ensuring the orderly and efficient conduct of its business,
including adherence to the Company’s policies, the safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records, and the timely preparation of reliable financial information, as
required under the Companies Act, 2013.
Auditor’s Responsibility
Our responsibility is to express an opinion on the company’s internal financial
controls over financial reporting based on our audit. We conducted our audit in accordance
with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting
(the "Guidance Note") and the Standards on Auditing as specified under Section
143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal
financial controls, both applicable to an audit of Internal Financial Controls and, both
issued by the Institute of Chartered Accountants of India. Those Standards and the
Guidance Note require that we comply with ethical requirements and plan and perform the
audit to obtain reasonable assurance about whether adequate internal financial controls
over financial reporting was established and maintained and if such controls operated
effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of
the internal financial controls system over financial reporting and their operating
effectiveness. Our audit of internal financial controls over financial reporting included
obtaining an understanding of internal financial controls over financial reporting,
assessing the risk that a material weakness exists, and testing and evaluating the design
and operating effectiveness of internal control based on the assessed risk. The procedures
selected depend on the auditor’s 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 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 authorisations of
management and directors of Company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorised acquisition, use, or disposition of the
Company’s assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
Because of the inherent limitations of internal financial controls over financial
reporting, including the possibility of collusion or improper management override of
controls, material misstatements due to error or fraud may occur and not be detected.
Also, projections of any evaluation of the internal financial controls over financial
reporting to future periods are subject to the risk that the internal financial control
over financial reporting may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal
financial controls system over financial reporting and such internal financial controls
over financial reporting were operating effectively as at March 31,2016, 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.
For S.R. Batliboi & Co. LLP
Chartered Accountants
ICAI Firm Registration Number: 301003E/E300005
Sd/-
Per Anil Gupta
Partner
Membership Number: 87921
Place : New Delhi
Date : 28th May 2016
+91-9892691696
