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Auditor Report of Naysaa Securities Ltd.

Mar 31, 2015

We have audited accompanying financial statements of Naysaa Securities Limited ("the Company"), which comprises the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss, 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

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 Flow of the Company in accordance with the Accounting Principles generally accepted in India including 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 judgment and estimates that are reasonable and prudent ; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial 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 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 provision of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements 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 misstatements.

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 controls system over financial reporting and operating effectiveness of such controls. 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 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 financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2015, and 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, 2015 ("the Order") issued by the Central Government of India in terms of sub Section (11) of section 143 of the Act, we give in the Annexure a 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, the 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 financial Statements comply with the Accounting Standards specified under section 133 of the Companies Act, 2013, read with Rule 7of the Companies (Accounts) Rules 2014.

e) On the basis of written representations received from the directors as on 31st March 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 the 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.

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT

Referred to in Paragraph (1) under "Report on Other Legal and Regulatory Requirements" section of our Report of even date to the Members of Naysaa Securities Limited.

i. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals and no material discrepancies were noticed on such verification.

ii. (a) The securities held as stock in trade have been confirmed with the statement of holding of depository at the end of the year. In our opinion, the frequency of verification of statement of holding is reasonable.

(b) In our opinion and according to information and explanation given to us, the procedures of confirmation of securities held as stock in trade followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business.

(c) In our opinion and according to information and explanation given to us, the Company has maintained proper records of securities held as stock in trade and as informed to us , no discrepancies has been noticed on verification between statement of holding and the books records.

iii. The Company has granted interest free unsecured loan to parties covered in the register maintained under Section 189 of the Companies Act, 2013. The terms and condition of loan granted, not prime facie prejudicial to the interest of the company subject to the loan are interest free. The repayment of loan is on demand, there is no overdue amount remain outstanding.

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, for the purchases of securities and fixed assets and for sale of securities and services. Further, on the basis of our examination of the books and records of the Company and according to the information and explanation given to us, no major weaknesses has been noticed or reported in the aforesaid internal control system.

v. In our opinion and according to the information and explanation given to us, the Company has not accepted any deposits within the meaning of section 73 to 76 or any other relevant provisions of the Act and the rules framed there under. Accordingly, the provisions of clause 3(v) of the order are not applicable to the Company.

vi. In our opinion and according to the information and explanation given to us, the Company is not required to maintain cost records pursuant to rules made by the Central Government under section 148(1) of the Act.

vii. (a) According to records of the company and information and explanation given to us, Company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund, income tax, sales tax , wealth tax, service tax, custom duty, excise duty, and other material statutory dues applicable to it. According to the information and explanations given to us, no undisputed amounts payable in respect of aforesaid statutory dues above were in arrears, as at 31st March, 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanation given to us and based on the records of the Company examined by us, there are no dues of Income Tax, Wealth Tax, Service Tax, Sales Tax, Customs Duty and Excise Duty which have not been deposited on account of any Disputes.

(c) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

viii. The Company does not have any accumulated losses as at the end of the financial year and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year.

ix. According to the records of the Company examined by us and as per information and explanation given to us, the Company did not have any outstanding dues to financial institution or bank and has not issued any debenture.

x. In our opinion, and according to the information and explanation given to us , the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

xi. To the best of our knowledge and belief and according to information and explanations given to us, no term loans were obtained by the company during the year.

xii. During the course of our 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 on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

For M.K.SINGHAL& CO. (Chartered Accountants)

Place : Mumbai Sd/- Date :30th May, 2015 Proprietor (Manoj Kumar Singhal) M. No. 053124 Firm Registration No. 130361w


Mar 31, 2014

We have audited the accompanying financial statements of Naysaa Securities Ltd which comprise the Balance Sheet as at 31st March, 2014, the Statement of Profit and Loss Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information. Management''s Responsibility for the Financial Statements

The Company''s 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 referred to in sub- section (3C) of section 211 of the Companies Act, 1956 ("the Act"). 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. Auditors'' 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 the 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 the 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 the 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 the 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 31st March, 2014 and,

(b) in the case of the Statement of Profit and Loss, of the profit of the Company 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, since same is applicable for the period under review.

2. As required by Section 227(3) of the Actjwereport that:

(a) We have 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, 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 Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Act.

(e) On the basis of the written representations received from the directors as on 31st March, 2014 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2014 from being appointed as a director in terms of clause (g) of sub- section (1) of section 274 of the Act.

Annexure to the Auditor''s Report

Referred to in paragraph 3 of our Audit report of even date

On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that:

FIXED ASSETS

1. The Company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets.

2. During the year fixed assets of the company have been physically verified by the Management at all locations and there is a regular program of verification which is our opinion, is reasonable, having regard to the size of the company and the nature of fixed assets. No material discrepancies have been noticed in respect of assets, which have been physically verified during the year.

LOANS & ADVANCES

1. The company has taken unsecured loans, from persons covered in the register maintained under Section 301of the Act.

2. In respect of the aforesaid loans, repayment of the principal amounts as stipulated.

3. in respect of the aforesaid loans, there are no overdue amount.

INTERNAL CONTROLS

1. 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 purchases of inventory, fixed assets and with regard to the sale of goods. During the course of our audit, no major weaknesses were noticed by us in the internal controls.

FIXED DEPOSITS

1. Company has not invited any deposits from public. ______

INTERNAL AUDIT

1. In our opinion, the Company has no internal audit system commensurate with the size and nature of its business.

COST RECORDS

1. We are informed that the Central Government has not prescribed under section 209(1) (d) of the Companies Act, 1956 maintenance of cost records for any of the products manufactured by the Company.

STATUTORY DUES

1. According to the records of the Company, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, investor education protection fund, employees'' state insurance, income-tax, sales-tax, wealth-tax, custom duty, excise duty, cess and other statutory dues applicable to it.

2. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, wealth tax, sales tax, customs duty and excise duty were outstanding, as at 31st March, 2014 for a period of more than six months from the date they became payable.

3. According to the information and explanations given to us and based on records produced to us, there are no dues outstanding of sale tax, income-tax, customs duty, wealth-tax, excise duty, cess which have not been deposited on account of any dispute.

GENERAL

1. The Company no accumulated losses at the end of the financial year and it has not incurred any cash losses during the financial year covered by our audit and the immediately preceding financial year.

2. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that the Company has paid dues if any payable to the bank. ^-s=*^

3. Based on our examination of documents and records, we are of the opinion that the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

4. In our opinion and according to the information and explanations given to us, the nature of the activities of the Company does not attract any special statute applicable to chit fund and nidhi / mutual benefit fund/societies.

5. The Company is dealing or trading in shares, securities, debentures, and other Investments.

6. The Company has not given any guarantee for loans taken by others from bank or financial institutions.

7. The Company has not taken term loans from Banks and Financial Institutions.

8. In our opinion and according to the information and explanations given to us, the Company has generally applied funds from long-term sources against long-term applications and those from short-term sources against short-term applications.

9. The Company has not made any preferential allotment of shares during the year to parties and companies covered in the registers maintained under section 301 of the Act.

10. During the year, the Company did not have any outstanding debentures.

11. The Company has not raised any money through a public issue during the year.

12. Based upon the audit procedures adopted and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

For DIMPLE PUNMIYA CHARTERED ACCOUNTANTS

PLACE: MUMBAI DATE: 13/8/14

 
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