Mar 31, 2023
Faze three Limited
Report on the Audit of the Standalone Financial Statements
We have audited the accompanying standalone financial statements of Faze Three Limited ("the Company"), which comprise the Balance Sheet as at March 31, 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 standalone financial statements, including a summary of 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 standalone 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 Indian Accounting Standards prescribed under section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015, as amended ("Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, and profit, other comprehensive income, changes in equity and its cash flows for the year ended on that date.
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone 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 (ICAI) together with the ethical requirements that are relevant to our audit of the standalone 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 obtained by us is sufficient and appropriate to provide a basis for our opinion.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the year ended March 31, 2023. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
We have determined that there are no key audit matters to communicate in our report.
Information Other than the Standalone Financial Statements and Auditor''s Report Thereon
The Company''s Board of Directors is responsible for the other information. The other information comprises the Director''s report, Management Discussion and Analysis Report and Corporate Governance Report but does not include the standalone financial statements and our auditor''s report thereon.
Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone 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 Standalone Financial Statements
The Company''s Board of Directors is responsible for the matters stated in section 134(5) of 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, changes in equity 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 standalone financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, the Board of Directors is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.
Auditor''s Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s 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 standalone financial statements.
We give in "Annexure A" a detailed description of Auditor''s responsibilities for Audit of the Standalone Financial Statements.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
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 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 including daily back-up of books of accounts and other books and papers maintained in electronic mode. However, the servers for the back-up of books of account and other books and papers of the company maintained in electronic mode are physically located outside India.
(c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and the Statement of Cash Flow 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.
(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 are 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 internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure C".
(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 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 were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
iv.
(1) The Management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in
any other person(s) or entity(ies), including foreign entities ("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(2) The Management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (Funding Parties), with the understanding, whether recorded in writing or otherwise, as on the date of this audit report, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(3) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, and according to the information and explanations provided to us by the Management in this regard nothing has come to our notice that has caused us to believe that the representations under subclause (i) and (ii) of Rule 11(e) as provided under (1) and (2) above, contain any material mis-statement.
(v) The interim dividend declared and paid by the Company during the year and until the date of this audit report is in accordance with section 123 of the Companies Act 2013.
(vi) As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the company only w.e.f. April 1, 2023, reporting under this clause is not applicable.
3. In our opinion, according to information, explanations given to us, the remuneration paid by the Company to its directors is within the limits laid prescribed under Section 197 of the Act and the rules thereunder.
For M S K A & Associates
Chartered Accountants
ICAI Firm Registration No. 105047W
Sd/-
Amrish Vaidya
Partner
Membership No.101739
UDIN: 23101739BGXTVC4450
Place: Mumbai
Date: May 23, 2023
Mar 31, 2018
Report on the standalone Indian Accounting Standards (Ind AS) financial statements
We have audited the accompanying standalone Ind AS financial statements of Faze Three Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.
Management''s Responsibility for the standalone Ind AS 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 Ind AS financial statements that give a true and fair view of the state of affairs (financial position), profit or loss (financial performance including other comprehensive income), cash flows and changes in equity of the Company in accordance with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the Companies (Indian Accounting Standards) Rules, 2015, as amended, and the accounting principles generally accepted in India.
This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 standalone Ind AS 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 Ind AS 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 of the standalone Ind AS financial statements in accordance with the Standards on Auditing 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 standalone Ind AS financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company''s preparation of the standalone Ind AS 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 the 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 standalone Ind AS 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 Ind AS financial statements.
Opinion
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS 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 including the Ind AS, of the state of affairs (financial position) of the Company as at March 31, 2018, and its profit (financial performance including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.
Other Matter
a) The previous GAAP financial statements of the Company for the year ended March 31, 2017, were audited by another auditor whose report dated May 06, 2017 expressed an unmodified opinion on those statements.
b) The comparative financial information of the Company for the year ended March 31, 2017 and the transition date opening balance sheet as at April 1, 2016 included in these standalone Ind AS financial statements, are based on the previously issued statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 audited by the predecessor auditor whose report for the year ended March 31, 2016 and March 31, 2017 dated April 26, 2016 and May 06, 2017 respectively expressed an unmodified audit opinion on those financial statements, as adjusted for the differences in the accounting principles adopted by the Company on transition to the Ind AS, which have been not audited by us.
Our opinion is not modified in respect of these matters.
Report on Other Legal and Regulatory Requirements
1. 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), the Statement of Cash Flow and the Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.
(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the Companies (Indian Accounting Standards) Rules, 2015, as amended.
(e) On the basis of the written representations received from the directors as on March 31, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on March, 2018 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 A''
(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 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 were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
2. As required by the Companies (Auditor''s Report) Order, 2016 ("the Order") issued by the Central Government in terms of sub-section 11 of section 143 of the Act, we give in the ''Annexure B'', a statement on the matters specified in paragraphs 3 and 4 of the Order.
ANNEXURE A TO THE INDEPENDENT AUDITOR''S REPORT OF EVEN DATE ON THE STANDALONE IND AS FINANCIAL STATEMENTS OF FAZE THREE LIMITED
[Referred to in paragraph 1(f) under ''Report on Other Legal and Regulatory Requirements'' in the Independent Auditors'' Report]
Report on the Internal Financial Controls under 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 reporting of Faze Three Limited ("the Company") as of March 31, 2018 in conjunction with our audit of the standalone Ind AS 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 (ICAI) (the "Guidance Note"). 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 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 Act.
Auditors'' 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 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. 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 standalone Ind AS 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 Company''s 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 standalone Ind AS 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 standalone Ind AS financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the standalone Ind AS 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, 2018, 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.
ANNEXURE B TO INDEPENDENT AUDITORS'' REPORT OF EVEN DATE ON THE STANDALONE IND AS FINANCIAL STATEMENTS OF FAZE THREE INDIA LIMITED FOR THE YEAR ENDED MARCH 31, 2018
[Referred to in paragraph 2 under ''Report on Other Legal and Regulatory Requirements'' in the Independent Auditors'' Report]
i. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.
(b) The fixed assets have been physically verified by the management in a phased manner, designed to cover all the items over a period of three years, which in our opinion, is reasonable having regards to the size of the company and nature of its business. Pursuant to the program, a portion of fixed assets has been physically verified by the management during the year and no material discrepancies were identified on such verification.
(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.
ii. The inventory has been physically verified during the year by the management. In our opinion, the frequency of verification is reasonable. No material discrepancies were noticed on verification between the physical stock and the book records.
iii. The Company has not granted any loans, secured or unsecured to Companies, Firms, Limited Liability Partnerships (LLP) or other parties covered in the register maintained under section 189 of the Companies Act, 2013 (''the Act''). Accordingly, the provisions stated in paragraph 3 (iii) (a) to (c) of the Order are not applicable to the Company.
iv. In our opinion and according to the information and explanations given to us, the Company has not either directly or indirectly, granted any loan to any of its directors or to any other person in whom the director is interested, in accordance with the provisions of section 185 of the Act and the Company has not made investments through more than two layers of investment companies in accordance with the provisions of section 186 of the Act. Accordingly, provisions stated in paragraph 3(iv) of the Order are 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 within the meaning of Sections 73, 74, 75 and 76 of the Act and the rules framed there under.
vi. The provisions of sub-section (1) of section 148 of the Act are not applicable to the Company as the Central Government of India has not specified the maintenance of cost records for any of the products of the Company. Accordingly, the provisions stated in paragraph 3 (vi) of the Order are not applicable to the Company.
vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, income-tax, sales-tax, service tax, goods and service tax, duty of customs, value added tax, cess and any other statutory dues applicable to it According to the information and explanations given to us, no undisputed amounts payable in respect of the above were in arrears as at March 31, 2018 for a period of more than six months from the date on when they become payable.
(b) According to the information and explanation given to us and the records of the Company examined by us, there are no dues of income tax, sales-tax, service tax, goods and service tax, customs duty, excise duty, value added tax, cess and any other statutory dues which have not been deposited on account of any dispute.
viii. In our opinion and according to the information and explanations given to us, the Company has not defaulted in repayment of dues to the financial institution and banks. The Company has not taken any loan from the government and has not issued any debentures.
ix. In our opinion, according to the information explanation provided to us, money raised by way of term loans during the year have been applied for the purpose for which they were raised. The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year.
x. During the course of our audit, examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees.
xi. According the information and explanations given to us and based on our examination of the records of the Company, the Company has paid / provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Act.
xii. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly, the provisions stated in paragraph 3(xii) of the Order are not applicable to the Company.
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 and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.
xiv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has made preferential allotment of equity shares and convertible equity warrants during the year and the requirements of Section 42 of the Act have been complied with. The amount raised has been used for the purposes for which they were raised.
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, provisions stated in paragraph 3(xv) of the Order are not applicable to the Company.
xvi. 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 stated in paragraph clause 3 (xvi) of the Order are not applicable to the Company.
For MSKA & Associates (Formerly known as MZSK & Associates)
Chartered Accountants
ICAI Firm Registration No. 105047W
AmrishVaidya
Partner
Membership No.101739
Place: Mumbai
Date: May 22, 2018
Mar 31, 2015
Report on the Financial Statements
1. We have audited the accompanying financial statements of Faze Three
Limited ("the Company"), which comprise the Balance Sheet as at March
31, 2015, the Statement of Profit and Loss and 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
2. The Company's Board of Directors are 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 financial position, financial performance 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, 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 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; 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.
Auditor's Responsibility
3. Our responsibility is to express an opinion on these 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
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.
4. 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 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, but not for the purpose of expressing
an opinion on whether the Company has in place an adequate internal
financial control system over financial reporting and the operating
effectiveness of such controls. 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.
5. We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion on the
financial statements.
Emphasis of Matter
6. The Financial Statements have been prepared on a going concern
basis.
Attention is drawn to Note No. 37 of the Notes forming part of the
Financial Statements stating the reasons and background for the Company
preparing the financial statements on a going concern basis. Our
opinion is not modified in respect of this matter.
Basis of Qualified Opinion
As referred Note No. 36 of the Notes forming part of the Financial
Statements the Company has not ascertained the useful life of its Fixed
Assets and not worked out depreciation as per Schedule II of the
Companies Act, 2013. The depreciation charged in the books is as per
Schedule XIV of the Companies Act, 1956. The impact on the results for
the year ended 31st March 2015 and the impact, if any, on the retained
earnings has not been ascertained.
Qualified Opinion
7. In our opinion and to the best of our information and according to
the explanations given to us, except for the effect of the matter
described in the Basis of Qualified Opinion paragraph above, the
aforesaid 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, of the
state of affairs of the Company as at 31st March 2015, its loss and its
cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements.
8. As required by the Companies (Auditor's Report) Order, 2015 ("the
Order") issued by the Central Government of India in terms of
sub-section (11) of section143 of the Act, we give in the Annexure a
statement on the matters specified in paragraphs 3 and 4 of the Order.
9. 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, the Statement of Profit and Loss, 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
applicable 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, 2015, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2015, from being
appointed as a director in terms of Section 164(2) of the Act
f. With respect to 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). As per the management on the basis of opinion taken, the Company
is of the view that the ongoing litigations which are not of material
nature as at the reporting date would not have a material impact on 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 TO INDEPENDENT AUDITORS' REPORT REFERRED TO IN PARAGRAPH 7
UNDER THE HEADING OF "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENT"
OF OUR REPORT OF EVEN DATE.
i. (a) The Company has maintained proper records showing full
particulars including quantitative details and situation of its Fixed
Assets. The records for the financial year 2014-15 are in the process
of being updated.
(b) As explained to us the major Fixed Assets have been physically
verified by the Management at reasonable intervals during the year. As
per the information given to us no material discrepancy has been
noticed on such verification.
ii. (a) The inventory has been physically verified by the management
during the year. In our opinion the frequency of verification is
reasonable.
(b) In our opinion the procedure of physical verification of inventory
followed by the management are reasonable and adequate in relation to
the size of the Company and the nature of its business.
(c) On the basis of our examination of inventory records in our
opinion, the Company is maintaining proper records of inventory. The
discrepancies noticed during the physical verification have been
property dealt with in the books of accounts.
iii. (a) Based on the audit procedures applied by us and according to
the information and explanations given to us, the Company has not
granted any loans, secured or unsecured, to Companies, firms or other
parties covered in the register maintained under Section 189 of the
Companies Act, 2013.
(b) In view of our comment in (a) above Clause (iii) (a) and (b) of the
Order are not applicable to the Company.
iv. In our opinion and according to the information and explanations
given to us there are adequate internal control procedures commensurate
with the size of the Company and the nature of its business with regard
to purchase of inventory and fixed assets and for the sale of goods and
services. During the course of our audit, we have neither come across
nor have been informed of any continuing failure to correct major
weaknesses in the aforesaid internal control system.
v. In our opinion, and according to the information and explanations
given to us, the Company has not accepted any deposits.
Consequently, the directives issued by Reserve Bank of India and the
provisions of Section 73 to 76 of the Act and the rules framed there
under are not applicable.
vi. We have broadly reviewed the books of accounts maintained by the
Company in respect of products where, pursuant to the Rules made by the
Central Government of India, the maintenance of cost records has been
prescribed under sub-section (1) of Section 148 of the Companies Act
2013, and are of the opinion that prima facie, the prescribed accounts
and records have been made and maintained. We have, however, not made a
detailed examination of the records with a view to determine whether
they are accurate or complete.
vii. (a) According to the information and explanations given to us and
based on the records of the Company examined by us, the Company is
regular in depositing the undisputed statutory dues including Provident
Fund, Employees State Insurance, Income- Tax, Sales-Tax, Wealth- tax,
Duty of Customs, Duty of Excise, Value Added Tax, Cess, Service Tax and
other material statutory dues, as applicable, with the appropriate
authorities in India;
(b) According to the information and explanation given to us there are
no dues of Sales Tax, Income Tax, Service Tax, Duty of Custom, Wealth
Tax, Duty of Excise, Value Added Tax and cess which have not been
deposited on account of dispute other than the following:-
Particulars Assessment
years to which Forum where Amount
the matter
pertains to dispute is pending (Rs. In Lacs)
Income tax 2003-2004 High Court 26.43
Income tax 2004-2005 ITAT (Mumbai) 20.99
Income tax 2007-2008 ITAT (Mumbai) 53.63
(c) There has been no delay in transferring amount, required to be
transferred to Investor Education and Protection Fund, by the Company.
viii. The accumulated loss at the end of the financial year exceeded
the Company's net worth. The Company has not incurred cash loss during
the year and in the immediately preceding financial year.
ix. Based on our audit procedures carried out by us and on the basis
of the information and explanations provided by the management we are
of the opinion that the Company has not defaulted in repayment of dues
to banks or financial institutions.
x. The Company had given a guarantee for a loan taken by a subsidiary
from a bank. In our opinion the terms and conditions of the guarantee
are not prejudicial to the interest of the Company.
xi. According to the information and explanations given to us, in our
opinion, term loans availed by the Company were, prima facie, applied
by the Company for the purpose for which the loans were obtained.
xii. During the course of our examination of the books and records of
the Company carried out in accordance with generally accepted auditing
practices in India and according to the information and explanations
given to us, we have neither come across any instance of material fraud
on or by the Company, noticed or reported during the year, nor have we
been informed of any such case by the management.
For THAKUR VAIDYANATH AIYAR & CO.
CHARTERED ACCOUNTANTS
Firm Registration No. 000038N
C.V.PARAMESWAR
PARTNER
M.No.11541
Place: Mumbai
Dated: 30th May 2015
Mar 31, 2014
We have audited the accompanying financial statements of FAZE THREE
LIMITED ("the Company"), which comprise the Balance Sheet as at March
31,2014, and the Statement of Profit and Loss and 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 and in accordance with the Accounting principles
generally accepted in India. 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, but not for the
purpose of expressing an opinion on the effectiveness of the Company's
internal control. 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:
a) In the case of the Balance Sheet, of the state of affairs of the
Company as at March 31,2014;
b) In the case of the Statement of Profit and Loss, of the loss for the
year ended on that date; and
c) 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
1. As required by the Companies (Auditor's Report) Order, 2003 ("the
Order") 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 general circular 15/2013 dated 13th
September, 2013 of the Ministry of Corporate Affairs in respect of
Section 133 of the Companies Act, 2013;
e) On the basis of written representations received from the directors
as on March 31,2014, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31,2014, from being
appointed as a director in terms of clause (g) of sub-section (1) of
section 274 of the Companies Act, 1956.
ANNEXURE TO INDEPENDENT AUDITORS' REPORT REFERRED TO IN PARAGRAPH 1
UNDER THE HEADING OF "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENT"
OF OUR REPORT OF EVEN DATE.
i. In respect of Fixed Assets
(a) The Company has maintained proper records showing full particulars
including quantitative details and situation of its Fixed Assets.
(b) As explained to us the major Fixed Assets have been physically
verified by the Management at reasonable intervals during the year. As
per the information given to us no material discrepancy has been
noticed on such verification.
(c) In our opinion, the Company has not disposed off substantial part
of fixed assets during the year and the going concern status of the
Company is not affected.
ii. In respect of Inventories
(a) As informed to us, physical verification of inventories has been
conducted by the Management at the end of the year.
(b) Based on the explanations given to us, in our opinion, the
procedure of physical verification of inventory followed by the
management is reasonable and adequate in relation to the size of the
Company and the nature of its business.
(c) In our opinion, the Company is maintaining proper records of
inventory and as explained to us, there were no material discrepancies
noticed between the physical stocks and book records.
iii. In respect of loans, Secured or Unsecured, granted or taken by
the Company to / from Companies, firms or other parties covered in the
register maintained under Section 301 of the Companies Act, 1956:
(a) Based on the audit procedures applied by us and according to the
information and explanations given to us, the Company has not granted
any loans, secured or unsecured, to Companies, firms or other parties
covered in the register maintained under Section 301 of the Companies
Act, 1956.
(b) In view of our comment in (a) above Clause 4(iii) (b) (c) and (d)
of the Order are not applicable to the Company.
(c) The Company has taken an interest free loan from one Company
covered in the register maintained under section 301 of the Act. The
maximum amount outstanding at any time during the year was Rs.123 lacs
and the year end balance is Rs.46 lacs.
(d) As per the information and explanation given to us the terms and
conditions of the said loan taken by the Company is not prima facie
prejudicial to the interest of the Company.
(e) As explained to us, no amount of principal has become due during
the year.
iv. In our opinion and according to the information and explanations
given to us there are adequate internal control procedures commensurate
with the size of the Company and the nature of its business with regard
to purchase of inventory and fixed assets and for the sale of goods.
During the course of our audit, we have not observed any continuing
failure to correct weaknesses in internal controls.
v. In respect of transactions covered under Section 301 of the
Companies Act, 1956
(a) In our opinion and according to the information and explanations
given to us, the transactions that need to be entered in the Register
maintained under section 301 of the Act have been so entered.
(b) In our opinion and according to the information & explanations
given to us, the transaction made in pursuance of such contracts or
arrangements entered in the register maintained under Section 301 of
the Companies Act, 1956 and exceeding the value of rupees five lakhs in
respect of any party during the year, have been made at prices which
are reasonable having regard to the prevailing market prices at the
relevant time.
vi. The Company has not accepted any deposits from the public within
the meaning of Sec 58A and 58AA of the Act and the Rules framed
thereunder.
vii. The Company has an Internal Audit System, which is commensurate
with the size of the Company and the nature of its business.
viii. We have broadly reviewed the Cost records maintained by the
Company in respect of products where, pursuant to the Rules made by the
Central Government of India, the maintenance of cost records has been
prescribed under clause (d) of sub-section (1) of Section 209 of the
Act, and are of the opinion that prima facie, the prescribed accounts
and records have been made and maintained. We have, however, not made a
detailed examination of the records with a view to determine whether
they are accurate or complete.
ix. In respect of Statutory dues
(a) The Company has been generally regular in depositing undisputed
statutory dues including Provident Fund, Investors Education and
Protection Fund, Employees State Insurance, Income- Tax, Sales-Tax,
Wealth- tax, Customs Duty, Excise Duty, Cess and other statutory dues
with the appropriate authorities. According to the information and
explanations given to us, no undisputed amounts payable in respect of
the aforesaid dues were outstanding as at 31st March 2014 for a period
of more than six months from the date they became payable.
(b) According to the information and explanation given to us, the
details of dues of income-tax which have not been deposited on account
of dispute are given below:-
Particulars Assessment years to which Forum where Amount
the matter pertains to dispute is (Rs. In Lakhs)
pending
Income tax 2003-2004 High Court 26.43
Income tax 2004-2005 ITAT (Mumbai) 20.99
Income tax 2007-2008 ITAT (Mumbai) 53.63
x. The accumulated loss at the end of the financial year exceeded the
Company's net worth. The Company has not incurred cash loss during the
year. However in the immediately preceeding Financial year, the Company
had incurred cash losses.
xi. Based on our audit procedures and according to the information and
explanations given to us we are of the opinion that the Company has not
defaulted in repayment of dues to the financial institutions, banks or
debenture holders.
xii. In our opinion and according to the information and explanation
given to us no loans and advances have been granted by the Company on
the basis of security by way of pledge of shares, debentures and other
securities.
xiii. The Company is not a chit fund or a nidhi / mutual benefit fund/
society. Therefore Para 4 (xiii) is not applicable to the Company.
xiv. In our opinion, the company is not dealing or trading in shares,
securities, debentures and other investments and hence, the
requirements of para 4(xiv) of the Order are not applicable to the
Company.
xv. The Company had given a guarantee for a loan taken by a subsidiary
from a bank. In our opinion the terms and conditions of the guarantee
are not prejudicial to the interest of the Company.
xvi. According to the information and explanations given to us, in our
opinion, term loans availed by the Company were, prima facie, applied
by the Company for the purpose for which the loans were obtained.
xvii. On the basis of our examination & according to the information &
explanations given to us, on an overall examination of the Balance
Sheet of the Company, Funds raised on short term basis have, prima
facie, not been used during the year for long term investments.
xviii. The Company has not made any preferential allotment of shares
during the year to parties and Companies covered in the register
maintained under Section 301 of the Companies Act, 1956.
xix. The Company has not issued any debentures during the year and
therefore para 4(xix) of the Order is not applicable to the Company.
xx. The Company has not raised any money by way of public issue during
the year.
xxi. During the course of our examination of the books and records of
the Company carried out in accordance with generally accepted auditing
practices in India and according to the information and explanations
given to us, we have neither come across any instance of fraud on or by
the Company, noticed or reported during the year, nor have we been
informed of any such case by the management.
For THAKUR VAIDYANATH AIYAR & CO.
Chartered Accountants
Firm Reg. No. 000038N
C V Parameswar
Place: Mumbai Partner
Date: 29th May, 2014 M. No. 11541