| We have audited the accompanying financial statements of MPF Systems
Limited (Previously known as Mather and Platt Fire Systems Limited)
("the Company") which comprise the Balance Sheet as at 31 December
2014, 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
Management is responsible for the preparation of these financial
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in accordance with
the Accounting Standards notified under the Companies Act, 1956 ("the
Act") read with the General Circular 15/2013 dated 13th September 2013
of the Ministry of Corporate Affairs in respect of section 133 of the
Companies Act, 2013. This responsibility includes the design,
implementation and maintenance of internal control relevant to the
preparation and presentation of the financial statements that give a
true and fair view and are free from material misstatement, whether due
to fraud or error.
Auditor's Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with the Standards on Auditing issued by the Institute of Chartered
Accountants of India. Those Standards require that we comply with
ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free
from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor's judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the Company's preparation and
fair presentation of the financial statements in order to design audit
procedures that are appropriate in the circumstances. An audit also
includes evaluating the appropriateness of accounting policies used and
the reasonableness of the accounting estimates made by management, as
well as evaluating the overall presentation of the financial
statements.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the 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:
i. in the case of the Balance Sheet, of the state of affairs of the
Company as at 31 December 2014;
ii. in the case of the Statement of Profit and Loss, of the profit for
the year ended on that date; and
iii. in the case of the Cash Flow Statement, of the cash flows for the
year ended on that date.
Report on Other Legal and Regulatory Requirements The Ministry of
Corporate Affairs had on 01 April, 2014, vide its General Circular No.
07/2014, Dissemination of Information with Regards to the Provisions of
the Companies Act, 2013 as notified till date vis a vis corresponding
provisions of the Companies Act, 1956, identified such sections of the
Companies Act, 1956 that would cease/ continue to have effect from 01
April 2014. Accordingly, in terms of the aforesaid Circular, our
reporting in respect of section 227(3)(f) of the Companies Act, 1956,
and clauses (3), (5)(a) and (b), (6), (7), (14), (18) of the Companies
(Auditor's Report) Order, 2003 (dealing with sections 49, 58A, 58AA,
209(1)(d) and 301 of the Companies Act, 1956) is only for the period
beginning from 1 January 2014 till 31 March 2014 since as per the
aforementioned MCA Circular these sections have ceased to have effect
from 01st April, 2014."
1. As required by the Companies (Auditor's Report) Order, 2003 ("the
Order"), as amended, issued by the Central Government of India in terms
of sub-section (4A) of section 227 of the Act, we give in the Annexure
a statement on the matters specified in paragraphs 4 and 5 of the
Order.
2. As required by section 227(3) of the Act, we report that:
a. we have obtained all the information and explanations which to the
best of our knowledge and belief were necessary for the 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 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 Balance Sheet, Statement of Profit and Loss and
Cash Flow Statement comply with the Accounting Standards notified under
the Companies Act, 1956 ("the Act") read with the General Circular
15/2013 dated 13th September 2013 of the Ministry of Corporate Affairs
in respect of section 133 of the Companies Act, 2013; and
e. on the basis of written representations received from the directors
at on 31 March 2015, and taken on record by the Board of Directors,
none of the directors is disqualified as on 31 March 2015, from being
appointed as a director in terms of sub-section (2) of Section 164 of
the Companies Act, 2013.
Annexure to the Independent Auditor's Report - 31 December 2014
[Referred to in the Independent Auditors' Report to the Members of MPF
Systems Limited (Previously known as Mather and Platt Fire Systems
Limited) ('the Company') on the financial statements for the year ended
31 December 2014]
We report as follows:
1. a) The Company has maintained proper records showing full particulars
including quantitative details and situation of fixed assets.
b) The Company has a regular program of physical verification of its
fixed assets, by which its fixed assets are verified annually. In our
opinion, the periodicity of physical verification is reasonable having
regard to the size of the Company and the nature of its assets. No
material discrepancies were noticed on such verification.
c) No fixed assets have been disposed off during the year.
2. The Company does not hold any physical inventory as at the end of
the year. Accordingly provisions of clause 4(ii) of the Order are not
applicable to the Company.
3. The Company has neither granted nor taken any loans, secured or
unsecured, to or from companies, firms or other parties covered in the
register maintained under Section 301 of the Companies Act 1956.
4. The Company has not purchased any inventory or fixed assets and
there were no sales or services rendered during the year. Accordingly,
provisions of clause 4(iv) of the Order are not applicable to the
Company.
5. a) In our opinion and according to the information and explanations
given to us, the particulars of contracts or arrangements referred to in
Section 301 of the Companies Act 1956, have been entered in the register
required to be maintained under that section till 31st March 2014.
b) In our opinion, and according to the information and explanations
given to us, the transactions made in pursuance of contracts and
arrangements referred to in (a) above and exceeding the value of Rs 5
lakh with any party during the year have been made at prices which are
reasonable having regard to the prevailing market prices at the
relevant time, except for sale of certain fixed assets which are for
the specialised requirements of the buyer's, for which suitable
alternative sources are not available to obtain comparable quotations.
However, on the basis of information and explanations provided, the
same appear reasonable.
6. The Company has not accepted any deposits from the public.
7. In our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.
8. In our opinion and according to information and explanations given to
us, the Central Government has not prescribed the maintenance of cost
records under section 209(1)(d) of the Companies Act 1956, for any of
the products manufactured/ services rendered by the Company.
9. 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 Income Tax have been regularly deposited by
the Company with the appropriate authorities except for delays in
payment of Income Tax amounting to Rs. 2,60,375/- ranging between 23 to
177 days. As explained to us, the Company did not have any dues on
account of Wealth Tax, Sales Tax, Service Tax, Customs Duty, Excise
Duty, Provident Fund, Employees' State Insurance, Investor Education
and Protection Fund.
According to the information and explanations given to us, no
undisputed amounts payable in respect of Income Tax and Sales Tax dues
were in arrears as at 31 December 2014 for a period of more than six
months from the date they became payable. b) According to the
information and explanations given to us, the following dues of Sales
Tax have not been deposited with the appropriate authorities on account
of disputes.
Name of the Nature of the Amount Period to
statute dues (Rs.' which the
000) amount
relates
Works Differential 2,768 1987-1988
Contract Tax rate of tax to 1993-
under Kerala 1994
General Sales
Tax Act, 1963
Works Differential 34 1997-1998
Contract Tax rate of tax
under Kerala
General Sales
Tax Act
Works Differential 74 1998-1999
Contract Tax rate of tax
under Kerala
General Sales
Tax Act
Central Sales Non 500 1998-1999
Tax, 1956 submission to 2002-
of E-1 Form 2003
West Bengal Non 125 1998-1999
Sales Tax Act, submission to 2002-
1994 of E-1 Form 2003
Works Chargeable 3,932 1987-1988
Contract Tax of State to 1997-
under U P sales tax 1998
Trade Tax Act,
1948
Name of the Forum where
statute the dispute is
pending
Works Commercial
Contract Tax Tax Officer,
under Kerala Ernakulam
General Sales
Tax Act, 1963
Works Commercial
Contract Tax Tax Officer,
under Kerala Ernakulam
General Sales
Tax Act
Works Commercial
Contract Tax Tax Officer,
under Kerala Ernakulam
General Sales
Tax Act
Central Sales Commercial
Tax, 1956 Tax Officer,
Kolkata
West Bengal Commercial
Sales Tax Act, Tax Officer,
1994 Kolkata
Works Deputy
Contract Tax Commissioner
under U P UP Trade
Trade Tax Act, Tax Tribunal,
1948 Lucknow
10. The accumulated losses of the Company have exceeded 50% of its net
worth at the end of the financial year. The Company has incurred cash
losses in the current financial year but not in the immediately
preceding financial year.
11. The Company did not have any outstanding dues to any financial
institution, banks or debenture-holders during the year.
12. The Company has not granted any loans or advances on the basis of
security by way of pledge of shares, debentures and other securities.
13. In our opinion and according to the information and explanations
given to us, the Company is not a chit fund / nidhi / mutual benefit
fund / society.
14. According to the information and explanations given to us, the
Company is not dealing or trading in shares, securities, debentures and
other investments.
15. According to the information and explanations given to us, the
Company has not given any guarantee for loans taken by others from
banks or financial institutions.
16. The Company did not have any term loans outstanding during the
year.
17. According to the information and explanations given to us and on
an overall examination of the Balance Sheet of the Company, we are of
the opinion that the funds raised on short-term basis have not been
used for long-term investment to the extent of Rs. 8,38,892/-.
18.The Company has not made any preferential allotment of shares to
companies/firms/other parties covered in the register maintained under
Section 301 of the Companies Act,1956.
19. The Company did not have any outstanding debentures during the year.
20. The Company has not raised any money by public issue during the
year.
21. According to the information and explanations given to us, no fraud
on or by the Company has been noticed or reported during the course of
our audit.
For B S R & Co. LLP
Chartered Accountants
Firm Registration No: 101248W
Juzer Miyajiwala
Place : Pune Partner
Date : 18th March 2015 Membership No: 047483 /W-100022
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