INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF ABC COMPANY LIMITED
Report on the Consolidated Financial
Statements
We have audited the accompanying consolidated financial statements of
ABC COMPANY LIMITED(hereinafter referred to as “the Holding Company”)andits
subsidiaries (the Holding Company and itssubsidiaries together referred to as
“the Group”)its associates and jointly controlled entities,comprisingof the
Consolidated Balance Sheet as at 31st March, 20XX, the Consolidated Statement
ofProfit and Loss, the Consolidated Cash Flow Statement for the year then
ended, and a summary of thesignificant accounting policies and other
explanatory information (hereinafter referred to as “theconsolidated financial
statements”).
Management’s Responsibility for the
Consolidated Financial Statements
The Holding Company’s Board of Directors is responsible for the
preparation of these consolidatedfinancial statements in terms of the
requirements of the Companies Act, 2013 (hereinafter referred to as“the
Act”)that give a true and fair view of the consolidated financial position,
consolidated financialperformance and consolidated cash flows of the Group
including its Associates and Jointly controlledentities in accordance with the
accounting principles generally accepted in India, including theAccounting
Standards specified under Section 133 of the Act, read with Rule 7 of the
Companies(Accounts) Rules, 2014. The respective Board of Directors of the
companies included in the Group andofits associates and jointly controlled
entitiesare responsible for maintenance of adequate accountingrecords in
accordance with the provisions of the Act for safeguarding the assets of the
Group and forpreventing and detecting frauds and other irregularities; the
selection and application of appropriateaccounting policies; making judgments
and estimates that are reasonable and prudent; and the 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 andpresentation of the financial statements that
give a true and fair view and are free from materialmisstatement, whether due
to fraud or error, which have been used for the purpose of preparation ofthe
consolidated financial statements by the Directors of the Holding Company, as
aforesaid.
Auditor’s Responsibility
Our responsibility is to express an opinion on these consolidated
financial statements based on ouraudit. While conducting the audit, we have
taken into account the provisions of the Act, the accountingand auditing
standards and matters which are required to be included in the audit report
under theprovisions of the Act and the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) ofthe Act. Those Standards require that we
comply with ethical requirements and plan and perform theaudit to obtain
reasonable assurance about whether the consolidated financial statements are
free frommaterial misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and thedisclosures in the consolidated financial statements. The
procedures selected depend on the auditor’sjudgment, including the assessment
of the risks of material misstatement of the consolidated financialstatements,
whether due to fraud or error. In making those risk assessments, the auditor
considersinternal financial control relevant to the Holding Company’s
preparation of the consolidated financialstatements that give a true and fair
view in order to design audit procedures that are appropriate in
thecircumstances but not for the purpose of expressing an opinion on whether
the Holding Company has anadequate internal financial controls system over
financial reporting in place and the operatingeffectiveness of such controls.
An audit also includes evaluating the appropriateness of the accountingpolicies
used and the reasonableness of the accounting estimates made by the Holding
Company’s Boardof Directors, as well as evaluating the overall presentation of
the consolidated financial statements.
We believe that the audit evidence obtained by us and the audit evidence
obtained by the other auditorsin terms of their reports referred to in
sub-paragraph (a) of the Other Matters paragraph below, issufficient and
appropriate to provide a basis for our audit opinion on the consolidated
financialstatements.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, theaforesaid consolidated financial statements give
the information required by the Act in the manner sorequired and give a true
and fair view in conformity with the accounting principles generally accepted
inIndia, of the consolidated state of affairs of the Group,its associates and
jointly controlled entities as at31st March, 20XX, and theirconsolidated
profit/loss and their consolidated cash flows for the year endedon that date.
Emphasis of Matter
We draw attention to Note X to the consolidated financial statements
which, describes the uncertaintyrelated to the outcome of the lawsuit filed
against the Holding Company by XYZ Company.Our opinion is not modified in
respect of this matter.
Other Matters
(a) We did not audit the financial statements / financial information of
______ subsidiaries, and ______jointly controlled entities, whose financial
statements / financial information reflect total assets ofRs.______ as at 31st
March, 20XX, total revenues of Rs._______ and net cash flows amounting
toRs.______ for the year ended on that date, as considered in the consolidated
financial statements.The consolidated financial statements also include the
Group’s share of net profit/loss of Rs. _____for the year ended 31st March, 20XX, as considered in the
consolidated financial statements, inrespect of ____associates, whose financial
statements / financial information have not been auditedby us. These financial
statements / financial information have been audited by other auditors
whosereports have been furnished to us by the Management and our opinionon the
consolidated financialstatements, in so far as it relates to the amounts and
disclosures included in respect of thesesubsidiaries, jointly controlled
entities and associates, and our report in terms of sub-sections (3) and(11) of
Section 143 of the Act, insofar as it relates to the aforesaid subsidiaries,
jointly controlledentities and associates, is based solely on the reports of
the other auditors.
(b) We did not audit the financial statements / financial information of
______ subsidiaries and ______jointly controlled entities, whose financial
statements / financial information reflect total assets ofRs.______ as at 31st
March, 20XX, total revenues of Rs._______ and net cash flows amounting
toRs.______ for the year ended on that date, as considered in the consolidated
financial statements.The consolidated financial statements also include the
Group’s share of net profit/loss of Rs. _____for the year ended 31st March,
20XX, as considered in the consolidated financial statements, inrespect of
____associates, whose financial statements / financial information have not
been auditedby us. These financial statements / financial information are
unaudited and have been furnished tous by the Management and our opinionon the
consolidated financial statements, in so far as itrelates to the amounts and disclosures
included in respect of these subsidiaries, jointly controlledentities and
associates, and our report in terms of sub-sections (3) and (11) of Section 143
of the Actin so far as it relates to the aforesaid subsidiaries, jointly
controlled entities and associates, is basedsolely on such unaudited financial
statements / financial information. In our opinion and according tothe
information and explanations given to us by the Management, these financial
statements /financial information are not material to the Group.
Our opinionon the consolidated financial statements, and our reporton
Other Legal and RegulatoryRequirements below, is not modified in respect of the
above matterswith respect to our reliance on thework done and the reports of
the other auditors and the financial statements / financial
informationcertified by the Management.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2015 (“the
Order”), issued by the CentralGovernment of India in terms of sub-section (11)
of Section 143 of the Act, based on the commentsin the auditors’ reports of the
Holding company, subsidiary companies, associate companies andjointly
controlled companies incorporated in India, we give in the Annexure a statement
on thematters specified in paragraphs 3 and 4 of the Order, to the extent
applicable.
2. As required bySection143(3) of the Act, we report, to the extent
applicable, that:
(a) We have sought and obtained all the information and explanations
which to the best of ourknowledge and belief were necessary for the purposesof
our audit of the aforesaid consolidatedfinancial statements.
(b) In our opinion, proper books of account as required by law relating
to preparation of the aforesaidconsolidated financial statements have been kept
so far as it appears from our examination of thosebooks and the reports of the
other auditors.
(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit
and Loss, and theConsolidated Cash Flow Statement dealt with by this Report are
in agreement with the relevantbooks of account maintained for the purpose of
preparation of the consolidated financialstatements.
(d) In our opinion, the aforesaid consolidated financial statements
comply with the AccountingStandards 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 of the Holding Company ason 31st March, 20XX taken on record by the
Board of Directors of the Holding Company and thereports of the statutory
auditors of its subsidiary companies, associate companies and jointlycontrolled
companies incorporated in India, none of the directors of the Group companies,
itsassociate companies and jointly controlled companiesincorporatedin India is
disqualified as on 31stMarch, 20XX 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 ofthe Companies (Audit and Auditor’s) Rules,
2014, in our opinion and to the best of our informationand according to the
explanations given to us:
i. The consolidated financial statements disclose the impact of pending
litigations on theconsolidatedfinancial position of the Group, its associates
and jointly controlled entities– Refer Note XX to theconsolidated financial
statements.
Or
There were no pending litigations which would impact the
consolidatedfinancial position of theGroup, its associates and jointly
controlled entities.
ii. Provision has been made in the consolidated financial statements, as
required under the applicablelaw or accounting standards, for material
foreseeable losses, if any, on long-term contracts includingderivative contracts
– Refer (a) Note XX to the consolidated financial statementsin respect of
suchitems as it relates to the Group, its associates and jointly controlled
entities and (b) the Group’sshare of net profit/loss in respect of its
associates.
Or
The Group, its associates and jointly controlled entitiesdid not have
any material foreseeable losseson long-term contracts including derivative
contracts.
iii. There has been no delay in transferring amounts, required to be
transferred, to the InvestorEducation and Protection Fund by the Holding
Company and its subsidiary companies, associatecompanies and jointly controlled
companies incorporated in India.
Or
Following are the instances of delay in transferring amounts, required
to be transferred, to theInvestor Education and Protection Fund by the Holding
Company, and its subsidiary companies,associate companies and jointly
controlled companies incorporated in India.
Or
There were no amounts which were required to be transferred to the
Investor Education andProtection Fund by the Holding Company, and its
subsidiary companies, associate companies andjointly controlled companies
incorporated in India.
For XYZ & Co
Chartered Accountants
(Firm’s Registration No.)
Signature
(Name of the Member Signing the Audit Report)
(Designation)
(Membership No. XXXXX)
Place of Signature:
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