Mar 31, 2018
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of Nivedita Mercantile & Financing Limited (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2018, 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.
Managementâs Responsibility for the Standalone Financial Statements
The Companyâs Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (âthe Actâ) with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with 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; 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.
Auditorsâ Responsibility
Our responsibility is to express an opinion on these standalone financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.
We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditorâs 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 Companyâs preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Companyâs directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Opinion
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 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, 2018, 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 (Auditorâs Report) Order, 2016 (âthe Orderâ), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the âAnnexure Aâ a statement on the matters specified in paragraphs 3 and 4 of the said Order, to the extent applicable.
2. As required by section 143(3) of the Act, we report that:
a) We have sought & 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 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 Accounting Standards 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 as on March 31, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 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 âAnnexure Bâ.
g) With respect to the other matters to be included in the Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
(i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer note no 20(2) to the financial statement;
(ii) The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses; and
(iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
âAnnexure Aâ to the Independent Auditorâs Report - 31.03.2018
(Referred to in our 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:
i. There are no fixed assets and therefore clause 3(i) of the order is not applicable.
ii. There is no inventory and therefore, clause 3(ii) of the order is not applicable.
iii. According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 189 of the Companies Act. Consequently, the provisions of clauses 3(iii)(a), 3(iii)(b) and 3(iii)(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 complied with the provisions of section 185 and 186 of the Companies Act, 2013 in respect of loans, investments, guarantees, and security.
v. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public in accordance with the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the rules framed thereunder. Accordingly, paragraph 3(v) of the Order is not applicable to the Company.
vi. As informed to us, the Central Government has not prescribed maintenance of cost records under section 148(1) of the Companies Act, 2013 for the activities undertaken by the Company.
vii. (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 Provident Fund, Employeesâ State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, cess to the extent applicable and any other material statutory dues have generally been regularly deposited during the year by the Company with the appropriate authorities.
According to the information and explanations given to us, no undisputed amounts payable in respect of the above were outstanding as at March 31, 2018 for a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us, there are no dues of income tax, wealth tax, service tax, sales tax, duty of customs, duty of excise, value added tax, cess 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 the repayment of dues to financial institutions. The Company has not taken any loan either from Bank or from the government and has not issued any debentures.
ix. The Company has not raised any moneys by way of initial public offer or further public offer. Based on our audit procedures and the information & explanations given by the management, we report that the Company has applied the moneys raised from term loans for the purpose for which they were raised.
x. Based upon the audit procedures performed and the information and explanations given by the Management, we report that no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.
xi. The Company has not paid any managerial remuneration during the year except for sitting fees of directors. Hence provisions of clause 3(xi) of the Order are not applicable to the Company.
xii. In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 3 (xii) of the Order are not applicable to the Company.
xiii. Based on the audit procedures performed and the information and explanations given to us all transactions with the related parties are in compliance with section 177 and 188 of the Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.
xiv. Based upon the audit procedures performed and the information and explanations given by the management, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of clause 3 (xiv) of the Order are not applicable to the Company and hence not commented upon.
xv. Based upon the audit procedures performed and the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the Company and hence not commented upon.
xvi. According to the information and explanations given to us, the Company has been registered as required under Section 45-IA of the Reserve Bank of India Act, 1934.
âAnnexure Bâ to the Independent Auditorâs Report - 31.03.2018
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)
We have audited the internal financial controls over financial reporting of Nivedita Mercantile & Financing Limited (âthe Companyâ) as of March 31, 2018 in conjunction with our audit of the Standalone Financial Statements of the Company for the year ended on that date.
Managementâs Responsibility for Internal Financial Controls
The Companyâs 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 (âICAIâ). 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 companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.
Auditorsâ Responsibility
Our responsibility is to express an opinion on the Companyâs internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the âGuidance Noteâ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and both issued by the ICAI. 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 auditorâs judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companyâs internal financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A companyâs internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companyâs internal financial control over financial reporting includes those policies and procedures that:
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with 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 companyâs assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 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 on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For Bagaria & Co., LLP
Chartered Accountants
Firmâs Registration No - 113447W/W-100019
Vinay Somani
Partner
Membership No.: 143503
Mumbai, May 18th, 2018
Mar 31, 2016
To
The Members of
Nivedita Mercantile & Financing Limited
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of Nivedita Mercantile & Financing Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.
Management''s Responsibility for the Standalone Financial Statements
The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 ("the Actâ) with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with 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; 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.
Auditors'' Responsibility
Our responsibility is to express an opinion on these standalone financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.
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.
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 internal financial control relevant to the Company''s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company''s directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.
Opinion
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 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, 2016, 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, 2016 ("the Orderâ), 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" a statement on the matters specified in paragraphs 3 and 4 of the said Order, to the extent applicable.
2. As required by section 143(3) of the Act, we report that:
a) We have sought & 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 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 Accounting Standards 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 as on March 31, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2016, from being appointed as a director in terms of section 164(2) of the Act.
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".
g) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
(i) The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer note no 20(2) to the financial statement;
(ii) The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses; and
(iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.
"Annexure A" to the Independent Auditor''s Report - 31.03.2016
(Referred to in our 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:
i. There are no fixed assets and therefore clause 3(i) of the order is not applicable.
ii. There is no inventory and therefore, clause 3(ii) of the order is not applicable.
iii. According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register maintained under Section 189 of the Companies Act. Consequently, the provisions of clauses 3(iii)(a), 3(iii)(b) and 3(iii)(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 complied with the provisions of section 185 and 186 of the Companies Act, 2013 in respect of loans, investments, guarantees, and security.
v. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public in accordance with the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the rules framed there under. Accordingly, paragraph 3(v) of the Order is not applicable to the Company.
vi. As informed to us, the Central Government has not prescribed maintenance of cost records under section 148(1) of the Companies Act, 2013 for the activities undertaken by the Company.
vii. (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 Provident Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Value Added Tax, cess to the extent applicable and any other material statutory dues have generally been regularly deposited during the year by the Company with the appropriate authorities.
According to the information and explanations given to us, no undisputed amounts payable in respect of the above were outstanding as at March 31, 2016 for a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us, there are no dues of income tax, wealth tax, service tax, sales tax, duty of customs, duty of excise, value added tax, cess which have not been deposited on account of any dispute except for the following:
Name of the Statute |
Nature of Dues |
Amount under dispute (Rs.) |
Period to which amount relates |
Forum where Dispute is pending |
Income Tax Act, 1961 |
Assessment Dues |
13,00,680 |
FY 2012-13 |
CIT (A) |
viii. In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to financial institutions. The Company has not taken any loan either from Bank or from the government and has not issued any debentures.
ix. The Company has not raised any moneys by way of initial public offer or further public offer. Based on our audit procedures and the information & explanations given by the management, we report that the Company has applied the moneys raised from term loans for the purpose for which they were raised.
x. Based upon the audit procedures performed and the information and explanations given by the Management, we report that no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.
xi. The Company has not paid any managerial remuneration during the year except for sitting fees of directors. Hence provisions of clause 3(xi) of the Order are not applicable to the Company.
xii. In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 3 (xii) of the Order are not applicable to the Company.
xiii. Based on the audit procedures performed and the information and explanations given to us all transactions with the related parties are in compliance with section 177 and 188 of the Companies Act, 2013 and the details have been disclosed in the Financial Statements as required by the applicable accounting standards.
xiv. Based upon the audit procedures performed and the information and explanations given by the management, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of clause 3 (xiv) of the Order are not applicable to the Company and hence not commented upon.
xv. Based upon the audit procedures performed and the information and explanations given by the management, the Company has not entered into any non-cash transactions with directors or persons connected with him. Accordingly, the provisions of clause 3 (xv) of the Order are not applicable to the Company and hence not commented upon.
xvi. In our opinion, the Company is not required to be registered under section 45IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the Order are not applicable to the Company and hence not commented upon.
"Annexure B" to the Independent Auditor''s Report - 31.03.2016
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Actâ)
We have audited the internal financial controls over financial reporting of Nivedita Mercantile & Financing Limited ("the Companyâ) as of March 31, 2016 in conjunction with our audit of the Standalone 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 ("ICAIâ). 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 Companies Act, 2013.
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 on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Noteâ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the 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 financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that:
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with 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 financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.
For Bagaria & Co. LLP
Chartered Accountants
Firm''s Registration No - 113447W/W-100019
Vinay Somani
Partner
M.No.143503
Mumbai, May 30th, 2016
Mar 31, 2015
We have audited the accompanying standalone financial statements of
Nivedita Mercantile & Financing Limited ("the Company"), which comprise
the Balance Sheet as at March 31, 2015, 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 standalone financial statements
The Company's board of directors is responsible for the matters stated
in section 134(5) of the Companies Act, 2013 ("the Act") with respect
to the preparation of these standalone financial statements that give a
true and fair view of the financial position, financial performance and
cash flows of the Company in accordance with 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; 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.
Auditors' responsibility
Our responsibility is to express an opinion on these standalone
financial statements based on our audit.
We have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be included in
the audit report under the provisions of the Act and the Rules made
thereunder.
We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor's judgment, including the assessment of
the risks of material misstatement of the financial statements, whether
due to fraud or error. In making those risk assessments, the auditor
considers internal 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 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.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the standalone
financial statements.
Opinion
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 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
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 said
Order.
As required by section 143(3) of the Act, we report that:
a) We have sought & 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, and the Cash
Flow Statement dealt with by this Report are in agreement with the
books of account.
d) In our opinion, the aforesaid standalone financial statements comply
with the Accounting Standards specified under section 133 of the Act,
read with rule 7 of the Companies (Accounts) Rules, 2014;
e) On the basis of written representations received from the directors
as on March 31, 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 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 does not have any long term contracts including
derivative contracts for which there were any material foreseeable
losses; and
(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 Auditor's Report - 31st March, 2015
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:
1. There are no fixed assets and therefore clause 3(i) of the order is
not applicable.
2. There is no inventory and therefore clause 3(ii) of the order is
not applicable.
3. In respect of the loans, secured or unsecured, granted by the
Company to companies, firms or other parties covered in the register
maintained under Section 189 of the Companies Act:
According to the information and explanations given to us and on the
basis of our examination of the books of account, the Company has not
granted any loans, secured or unsecured, to companies, firms or other
parties listed in the register maintained under Section 189 of the
Companies Act. Consequently, the provisions of clauses 3(iii) (a) &
3(iii) (b) of the order are not applicable to the Company.
4. In our opinion and according to the information and explanations
given to us, there is generally an adequate internal control system
commensurate with the size of the Company and the nature of its
business, for the grant of loans & advances & charging of interest. The
nature of the Company's business is such that it does not involve any
sale of goods or purchase of inventory. During the course of our audit,
no major instance of continuing failure to correct any weaknesses in
the internal controls has been noticed.
5. The Company has not accepted any deposits hence clause 3(v) of the
order are not applicable to the Company.
6. The Company does not belong to list of Companies as prescribed
under Section 148(1) of the Companies Act, and therefore clause 3(vi)
of the order is not applicable.
7. (a) According to the records of the Company, undisputed statutory
dues including Provident Fund, Employees' State Insurance, Income-tax,
Sales-tax, Wealth Tax, Service Tax, duty of customs, duty of excise,
value added tax, cess to the extent applicable and any other statutory
dues have generally been regularly deposited with the appropriate
authorities. According to the information and explanations given to us
there were no outstanding statutory dues as on 31st of March, 2015 for
a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us, there is
no amounts payable in respect of income tax or wealth tax or service
tax or sales tax or duty of customs or duty of excise or value added
tax or cess which have not been deposited on account of any disputes.
(c) There are no funds required to be deposited in Investor Education
and Protection Fund in accordance with the relevant provisions of the
Companies Act, 1956 (1 of 1956) and rules made thereunder has been
transferred to such fund within time.
8. The Company does not have any accumulated loss and has not incurred
cash loss during the financial year covered by our audit and in the
immediately preceding financial year.
9. Based on our audit procedures and according to the information and
explanations given to us, we report that the Company has not defaulted
in repayment of dues to a financial institution or bank.
10. According to the information and explanations given to us, the
Company has not given any guarantees for loan taken by others from a
bank or financial institution.
11. Based on our audit procedures and on the information given by the
management, we report that the company has applied the term loans to
the purpose for which they were obtained.
12. Based on the audit procedures performed and the information and
explanations given to us, we report that no fraud on or by the Company
has been noticed or reported during the year, nor have we been informed
of such case by the management.
For Bagaria & Co., LLP
Chartered Accountants
(Firm Registration No.113447W/W-100019)
Vinay Somani
Partner
Membership No. : 143503
Mumbai
26th May, 2015
Mar 31, 2014
We have audited the accompanying financial statements of Nivedita
Mercantile & Financing 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 referred to in sub-section (3C) of section 211
of the Companies Act, 1956 ("the Act") read with the General Circular
15/2013 dated 13 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.
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
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:
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 profit/ 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"), 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 referred to in
sub-section(3C) of section 211 of the Companies Act, 1956 read with the
General Circular 15/2013 dated 13 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 the Independent Auditor''s Report - 31st March, 2014
(Referred to in our 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:
1. There are no fixed assets and therefore clause 4(i) of the order is
not applicable.
2. There is no inventory and therefore clause 4(ii) of the order is not
applicable.
3. In respect of the 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) According to the information and explanations given to us and on
the basis of our examination of the books of account, the Company has
not granted any loans, secured or unsecured, to companies, firms or
other parties listed in the register maintained under Section 301 of
the Companies Act, 1956. Consequently, the provisions of clauses iii
(b), iii(c) and iii (d) of the order are not applicable to the Company.
(e) According to the information and explanations given to us and on
the basis of our examination of the books of account, the Company has
not taken loans from companies, firms or other parties listed in the
register maintained under Section 301 of the Companies Act, 1956. Thus
sub clauses (f) & (g) are not applicable to the company.
4. In our opinion and according to the information and explanations
given to us, there is generally an adequate internal control procedure
commensurate with the size of the company and the nature of its
business, for the grant of loans & advances & charging of interest. The
nature of the Company''s business is such that it does not involve any
sale of goods or purchase of inventory. During the course of our audit,
no major instance of continuing failure to correct any weaknesses in
the internal controls has been noticed.
5. a) Based on the audit procedures applied by us and according to the
information and explanations provided by the management, the
particulars of contracts or arrangements referred to in section 301 of
the Act have been entered in the register required to be maintained
under that section.
b) As per information & explanations given to us and in our opinion,
the transaction entered into by the company with parties covered u/s
301 of the Act does not exceed five lac rupees in a financial year
therefore requirement of reasonableness of transactions does not
arises.
6. The Company has not accepted any deposits from the public covered
under section 58A and 58AA of the Companies Act, 1956.
7. As per information & explanations given by the management, the
Company has an internal audit system commensurate with its size and the
nature of its business.
8. The Company does not belongs to list of Companies as prescribed
under Section 209(1)(d) of the Companies Act,1956 and therefore clause
4(viii) of the order is not applicable.
9. (a) According to the records of the company, undisputed statutory
dues including Investor Education and Protection Fund, Employees'' State
Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty,
Excise Duty, Cess to the extent applicable and any other statutory dues
have generally been regularly deposited with the appropriate
authorities. According to the information and explanations given to us
there were no outstanding statutory dues as on 31st of March, 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, there is
no amounts payable in respect of income tax, wealth tax, service tax,
sales tax, customs duty and excise duty which have not been deposited
on account of any disputes.
10. The Company does not have any accumulated loss and has not incurred
cash loss during the financial year covered by our audit and in the
immediately preceding financial year.
11. Based on our audit procedures and on the information and
explanations given by the management, we are of the opinion that, the
Company has not defaulted in repayment of dues to a financial
institution or banks.
12. According to the information and explanations given to us, the
Company has not granted loans and advances on the basis of security by
way of pledge of shares, debentures and other securities.
13. The Company is not a chit fund or a nidhi /mutual benefit
fund/society. Therefore, the provision of this clause of the Companies
(Auditor''s Report) Order, 2003 (as amended) is not applicable to the
Company.
14. According to information and explanations given to us, the Company
is not a dealer or trader in securities. The company has however
maintained proper records of transactions and contracts in respect of
investments and timely entries have been made therein.
15. According to the information and explanations given to us, the
Company has not given any guarantees for loan taken by others from a
bank or financial institution.
16. Based on our audit procedures and on the information given by the
management, we report that the company has not raised any term loans
during the year.
17. Based on the information and explanations given to us and on an
overall examination of the Balance Sheet of the Company as at 31st
March, 2014, we report that no funds raised on short-term basis have
been used for long-term investment by the Company.
18. Based on the audit procedures performed and the information and
explanations given to us by the management, we report that the Company
has not made any preferential allotment of shares to parties and
companies covered in the register maintained under section 301 of the
Act.
19. The Company has no outstanding debentures during the period under
audit.
20. The Company has not raised any money by public issue during the
year.
21. Based on the audit procedures performed and the information and
explanations given to us, we report that no fraud on or by the Company
has been noticed or reported during the year, nor have we been informed
of such case by the management.
For Bagaria & Co., LLP
Chartered Accountants
(Firm Registration No.113447W/W-100019)
SD/-
Vinay Somani
Partner
Membership No. : 143503
Mumbai
30th May, 2014
Mar 31, 2013
Report on the Financial Statements
We have audited the accompanying financial statements of Nivedita
Mercantile & Financing Limited ("the Company"), which comprise the
Balance Sheet as at March 31,2013, and the Statement of Profit and Loss
and Cash Flow Statement for theyear 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 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
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:
a) In the case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2013;
b) In the case of the Statement of Profit and Loss, of the profit/ 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
CashFlow Statement comply with the Accounting Standards referred to in
sub-section(3C) of section 211 of the Companies Act, 1956;
e) On the basis of written representations received from the directors
as on March 31, 2013, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2013, 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 Auditor''s Report
(On the basis of such checks as we considered appropriate and according
to the information and explanation j given to us during the course of
our audit, we report that:
1. There are no fixed assets and therefore clause 4(i) of the order is
not applicable.
2. There is no inventory and therefore clause 4(ii) of the order is
not applicable.
3. In respect of the 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) According to the information and explanations given to us and on
the basis of our examination of the books of account, the Company has
not granted any loans, secured or unsecured, to companies, firms or
other parties listed in the register maintained under Section 301 of
the Companies Act, 1956. Consequently, the provisions of clauses iii
(b), iii(c) and iii (d) of the order are not applicable to the Company.
(b) According to the information and explanations given to us and on
the basis of our examination of the books of account, the Company has
not taken loans from companies, firms or other parties listed in the
register maintained under Section 301 of the Companies Act, 1956. Thus
sub clauses (f)&(g) are not applicable to the company.
4. In our opinion and according to the information and explanations
given to us, there is generally an adequate internal control procedure
commensurate with the size of the company and the nature of its
business, for the grant of loans & advances & charging of interest. The
nature of the Company''s business is such that it does not involve any
sale of goods or purchase of inventory. During the course of our
audit, no major instance of continuing failure to correct any
weaknesses in the internal controls has been noticed.
5. a) Based on the audit procedures applied by us and according to the
information and explanations provided by the management, the
particulars of contracts or arrangements referred to in section 301 of
the Act have been entered in the register required to be maintained
under that section.
b)As per information & explanations given to us and in our opinion, the
transaction entered into by the company with parties covered u/s 301 of
the Act does not exceed five lac rupees in a financial year therefore
requirement of reasonableness of transactions does not arises.
6. The Company has not accepted any deposits from the public covered
under section 58A and 58 AA of the Companies Act, 1956.
7. As per information & explanations given by the management, the
Company has an internal audit system commensurate with its size and the
nature of its business.
8. The Company does not belongs to list of Companies as prescribed
under Section 209(l)(d) of the Companies Act, 1956 and therefore clause
4(viii) of the order is not applicable.
9. (a) According to the records of the company, undisputed statutory
dues including Investor Education and Protection Fund, Employees'' State
Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty,
Excise Duty, Cess to the extent applicable and any other statutory dues
have generally been regularly deposited with the appropriate
authorities. According to the information and explanations given to us
there were no outstanding statutory dues as on 31st of March, 2013 for
a period of more than six months from the date they became payable.
(b) According to the information and explanations given to us, there is
no amounts payable in respect of income tax, wealth tax, service tax,
sales tax, customs duty and excise duty which have not been deposited
on account of any disputes.
10. The Company does not have any accumulated loss and has not
incurred cash loss during the financial year covered by our audit and
in the immediately preceding financial year.
11. Based on our audit procedures and on the information and
explanations given by the management, we are of the opinion that, the
Company has not defaulted in repayment of dues to a financial
institution or banks.
12. According to the information and explanations given to us, the
Company has not granted loans and advances on the basis of security by
way of pledge of shares, debentures and other securities.
13. The Company is not a chit fund or a nidhi /mutual benefit
fund/society. Therefore, the provision of this clause of the Companies
(Auditor''s Report) Order, 2003 (as amended) is not applicable to the
Company.
14. According to information and explanations given to us, the Company
is not a dealer or trader in securities. The company has maintained
proper records of transactions and contracts in respect of investments
and timely entries have been made therein.
15. According to the information and explanations given to us, the
Company has not given any guarantees for loan taken by others from a
bank or financial institution.
16. Based on our audit procedures and on the information given by the
management, we report that the company has not raised any term loans
during the year.
17. Based on the information and explanations given to us and on an
overall examination of the Balance Sheet of the Company as at 31st
March, 2013, we report that no funds raised on short- term basis have
been used for long-term investment by the Company.
18. Based on the audit procedures performed and the information and
explanations given to us by the management, we report that the Company
has not made any preferential allotment of snares during the year.
However, the Company has during the year vide Board Resolution dated
3rd August 2012, allotted 6,00,000 equity shares to the warrant
holders.
19. The Company has no outstanding debentures during the period under
audit.
20. The Company has not raised any money by public issue during the
year.
21. Based on the audit procedures performed and the information and
explanations given to us, we report that no fraud on or by the Company
has been noticed or reported during the year, nor have we been informed
of such case by the management
For Bagaria and Co.
Chartered Accountants
(Firm Registration No. 113447W)
Sd/-
Vinay Somani
Partner
Mumbai, 30th May, 2013 Membership No. : 143503
Mar 31, 2012
1) We have audited the attached Balance Sheet of Nivedita Mercantile &
Financing Limited as at March 31, 2012 and also the Profit and Loss
Account and the Cash Flow Statement for the year ended on that date
annexed thereto. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion
on these financial statements based on our audit.
2) We have conducted our audit in accordance with auditing standards
generally accepted in India. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material mis- statements. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by the management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
3) Further to above as required by the "Non-Banking Financial Companies
Auditor's Report (Reserve Bank) Direction, 1998" vide notification
No.DFC.117/DG (SPT)-98 dated January 2,1998 duly updated as on
September 18, 2008 issued by Reserve Bank Of India, and based on the
books and records verified by us and according to information and
explanation given us during the course of our audit, we give hereunder
our report on matters specified in paragraphs 3 of the said Directions.
a. The Company is engaged in the business of Non-Banking Financial
Institution and has obtained a Certificate of Registration No.
N-13.00758 dated 20th April 1998 from Reserve Bank of India, Department
of Non-Banking Supervision, Mumbai Regional Office.
b. The Company is entitled to continue to hold Certificate of
Registration in terms of its asset/income pattern as on 31st March,
2012.
c. The Board of Directors in their meeting held on 12th April 2011,
has passed a resolution for non-acceptance of any public deposits.
d. As per the information and explanation given to us and as appears
from the books of accounts of the Company, Company has not accepted any
deposit form the public during the year ended on 31st March, 2012.
e. In our opinion and as per the information and explanation given to
us the Company has complied with prudential norms relating to income
recognition,
accounting standard, asset classification, and provisioning of bad and
doubtful debt, as applicable to it, in terms of Non-Banking Financial
(Non Deposit Accepting or Holding) Companies Prudential Norms (Reserve
Bank) Directions, 2007 except for the followings:
- The Company has yet to furnish to the Reserve Bank the annual
statement of capital funds, risk assets/ exposures and risk asset ratio
(NBS - 7).
- As per the Provisions of Non-Banking Financial (Non Deposit
Accepting or Holding) Companies Prudential Norms (Reserve Bank)
Directions, 2007 for the year ended on 31st March 2012, the Company is
required to maintain a Capital Adequacy Ratio of 15%..The Company has
maintained Capital Adequacy ratio of 11.26%.
4) As required by the Companies (Auditors' Report) Order, 2003 as
amended by the Companies (Auditors' Report) (Amendment) Order, 2004,
issued by the Central Government of India in terms of Section 227 (4A)
of the Companies Act, 1956, and on the basis of such checks of books of
accounts and other records as we considered appropriate and as per the
information and explanation provided to us by the Company Management,
we annex hereto a statement on the matters specified in paragraphs 4
and 5 of the said Order.
5) Further to our comments in Annexure referred to in paragraph 4
above, we report as under:
a. We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purpose of
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
these books;
c. The balance sheet and the profit and loss account dealt with by
this report are in agreement with the books of account;
d. In our opinion, the balance sheet, profit and loss account and cash
flow statement dealt with by this report comply with the accounting
standards referred to in sub-section (3C) of section 211 of the
Companies Act, 1956 and Accounting Standards Rules, 2006;
e. On the basis of written representation received from the directors
of the Company as at March 31, 2012 and taken on record by the Board of
Directors, we report that none of the directors are disqualified as at
March 31, 2012 from being appointed as director in terms of clause (g)
of sub section (1) of section 274 of the Companies Act 1956;
f. In our opinion and to the best of our information and according to
the explanations given to us the said accounts read together with the
Significant
Accounting Policies and Notes to Accounts, give the information as
required by the Companies Act, 1956, in the manner so required and give
a true and fair view in conformity with the accounting principles
generally accepted in India;
I. In case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2012;
II. In case of Profit and Loss Account, of the profit for the year
ended on that date; and
III. In case of Cash Flow Statement, of the cash flows for the year
ended on that date.
ANNEXURE TO THE AUDITOR'S REPORT
ANNEXURE REFERRED TO IN PARAGRAPH 4 OF OUR REPORT OF EVEN DATE TO THE
MEMBERS OF NIVEDITA MERCANTILE & FINANCING LIMITED ON THE FINANCIAL
STATEMENTS FOR THE YEAR ENDED MARCH 31, 2012
i. There are no fixed assets and therefore clause 4(i) of the order is
not applicable.
ii. There is no inventory and therefore clause 4(ii) of the order is
not applicable.
iii.
a. The Company has not taken loans, secured or unsecured from parties
listed in the Register maintained under Section 301 of the Companies
Act, 1956.
b. The Company has granted loan, secured or unsecured to two parties
covered in the register maintained under Section 301 of the Companies
Act, 1956 and the maximum balance during the year was 1056.32 Lacs .The
closing balance at the year-end is Rs 857.46 Lacs.
c. According to information and explanations given to us, the rate of
interest and other terms and conditions of Loans taken /given from/to
parties listed in the Register maintained under Section 301 of the
Companies Act, 1956 are not prima facie prejudicial to the interest of
the Company.
iv. There are adequate internal control systems commensurate with the
size of the Company and the nature of its business, for the providing
services. During the course of our audit, no major weakness has been
noticed in the internal control system.
v. According to information and explanations given to us, the
particulars of all contracts or arrangement referred to in Section 301
of the Companies Act, 1956 that are required to be entered in the
register maintained under Section 301 the Companies Act, 1956, were so
entered.
vi. There are no public deposit accepted by the Company within the
meaning of Section 58A and 58AA of the Companies Act, 1956 and
therefore clause 4(vi) of the order is not applicable.
vii. In our opinion, the Company has an internal audit system
commensurate with size and nature of its business.
viii. The Company does not belongs to list of Companies as prescribed
under Section 209(1) (d) of the Companies Act,1956 and therefore clause
4(viii) of the order is not applicable.
ix.
- The Company has been regular in depositing undisputed statutory
dues including provident fund, investor education and protection fund,
employees state insurance, income tax, value added tax, wealth tax,
service tax, custom duty, excise duty, cess and other statutory dues,
as applicable to it, with the appropriate authorities.
- The Company has no undisputed amounts payable in respect of
provident fund, investor education and protection fund, employees state
insurance, income tax, value added tax, wealth tax, service tax, custom
duty, excise duty, cess and other statutory dues, as applicable to it,
as at March 31, 2012 for the period of more than six months from the
date they become payable.
x. The Company has no disputed amount payable in respect of income
tax, value added tax, wealth tax, service tax, custom duty, excise duty
cess and other statutory dues, as applicable to it, which have not been
deposited on account of any dispute.
xi. The Company has no accumulated losses as at March 31, 2012 and it
has not incurred any cash losses during the financial year or
immediately preceding financial year.
xii. The Company has not borrowed any fund from financial institutions,
banks or debenture holders and therefore clause 4(xi) of the order is
not applicable.
xiii. The Company has not granted any loans and advances on the basis
of security by way of pledge of shares, debentures and other securities
and therefore clause 4(xii) of the order is not applicable.
xiv. The Company is not a chit fund or a nidhi / mutual benefit fund/
society and therefore clause 4(xiii) of the order is not applicable.
xv. The Company has maintained proper records of the transactions and
contracts of the investments dealt in by the Company and timely entries
have been made therein. The investments made by the Company are held in
its own name.
xvi. The Company has not given any guarantee for loans taken by others
from banks or financial institutions and therefore clause 4(xv) of the
order is not applicable.
xvii. The Company not obtained any term loans and therefore clause
4(xvi) of the order is not applicable.
xviii. According to the information and explanations given to us and
on an overall examination of the balance sheet of the company, we
report that the no funds raised on short-term basis have been used for
long-term investment. No long-term funds have been used to finance
short-term assets.
xix. The Company has not made preferential allotment of shares to
parties and Companies covered in the register maintained under section
301 of the Companies Act, 1956.
xx. The Company has not issued any debentures and therefore clause
4(xix) of the order is not applicable.
xxi. The Company has not raised any money by way of public issue and
therefore clause 4(xx) of the order is not applicable.
xxii. During the year no fraud on or by the Company has been noticed
or reported and therefore clause 4(xxi) of the order is not applicable.
For Bagaria & Co.
Chartered Accountants
(Firm Registration No.ll344W)
Sd/-
N.T. Ranka
Partner
Place: Mumbai Membership No. 120454
Date: 30th May 2012
Mar 31, 2010
1) We have audited the attached Balance Sheet of Nivedita Mercantile &
Financing Limited as at March 31, 2010 and also the Profit and Loss
Account and the Cash Flow Statement for the year ended on that date
annexed thereto. These financial statements are the responsibility of
the Companys management. Our responsibility is to express an opinion
on these financial statements based on our audit.
2) We have conducted our audit in accordance with auditing standards
generally accepted in India. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material mis-statements. An audit
includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by the management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
3) As required by the Companies (Auditors Report) Order, 2003 as
amended by the Companies (Auditors Report) (Amendment) Order, 2004,
issued by the Central Government of India in terms of Section 227 (4A)
of the Companies Act, 1956, and on the basis of such checks of books of
accounts and other records as we considered appropriate and as per the
information and explanation provided to us by the Company Management,
we annex hereto a statement on the matters specified in paragraphs 4
and 5 of the said Order.
4) Further to our comments in Annexure referred to in paragraph 3
above, we report as under:
a. We have obtained all the information and explanations, which to the
best of our knowledge and belief were necessary for the purpose of
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
these books;
c. The balance sheet and the profit and loss account dealt with by
this report are in agreement with the books of account;
d. In our opinion, the balance sheet, profit and loss account and cash
flow statement dealt with by this report comply with the accounting
standards referred to in sub-section (3C) of section 211 of the
Companies Act, 1956 and Accounting Standards Rules, 2006;
e. On the basis of written representation received from the directors
of the Company as at March 31, 2010 and taken on record by the Board of
Directors, we report that none of the directors are disqualified as at
March 31, 2010 from being appointed as director in terms of clause (g)
of sub section (1) of section 274 of the Companies Act 1956;
f. In our opinion and to the best of our information and according to
the explanations given to us the said accounts read together with the
Signifi.cant Accounting Policies and Notes to Accounts, give the
information as required by the Companies Act, 1956, in the manner so
required and give a true and fair view in conformity with the
accounting principles generally accepted in India;
I. In case of the Balance Sheet, of the state of affairs of the
Company as at March 31, 2010;
II. In case of Profit and Loss Account, of the profit for the year
ended on that date ; and
III. In case of Cash Flow Statement, of the cash flows for the year
ended on that date.
ANNEXURE TO THE AUDITORS REPORT
ANNEXURE REFERRED TO IN PARAGRAPH 3 OF OUR REPORT OF EVEN DATE TO THE
MEMBERS OF NIVEDITA MERCANTILE & FINANCING LIMITED ON THE FINANCIAL
STATEMENTS FOR THE YEAR ENDED MARCH 31, 2010
i. There are no fixed assets and therefore clause 4(i) of the order is
not applicable.
ii. There is no inventory and therefore clause 4(ii) of the order is
not applicable.
iii. The Company has not granted/taken any loan, secured or unsecured
to companies, firms or other parties covered in the register maintained
under Section 301 of the Companies Act, 1956 and therefore clause
4(iii) of the order is not applicable.
iv There are adequate internal control systems commensurate with the
size of the Company and the nature of its business, for the providing
services. During the course of our audit, no major weakness has been
noticed in the internal control system.
v. In our opinion particulars of all contracts or arrangement referred
to in Section 301 of the Companies Act, 1956 that are required to be
entered in the register maintained under Section 301 the Companies
Act,1956, were so entered.
vi. There are no public deposit accepted by the Company within the
meaning of Section 58A and 58AA of the Companies Act, 1956 and
therefore clause 4(vi) of the order is not applicable.
vii. In our opinion, the Company has an internal audit system
commensurate with size and nature of its business.
viii. The Company does not belongs to list of Companies as prescribed
under Section 209(1)(d) of the Companies Act,1956 and therefore clause
4(viii) of the order is not applicable.
ix. a. The Company has been regular in depositing undisputed statutory
dues including provident fund, investor education and protection fund,
employees state insurance, income tax, value added tax, wealth tax,
service tax, custom duty, excise duty, cess and other statutory dues,
as applicable to it, with the appropriate authorities.
The Company has no undisputed amounts payable in respect of provident
fund, investor education and protection fund, employees state
insurance, income tax, value added tax, wealth tax, service tax, custom
duty, excise duty, cess and other statutory dues, as applicable to it,
as at March 31, 2010 for the period of more than six months from the
date they become payable.
b. The Company has no disputed amount payable in respect of income tax,
value added tax, wealth tax, service tax, custom duty, excise duty cess
and other statutory dues, as applicable to it, which have not been
deposited on account of any dispute.
x. The Company has no accumulated losses as at March 31, 2010 and it
has not incurred any cash losses during the financial year or
immediately preceding financial year.
xi. The Company has not borrowed any fund from financial institutions,
banks or debenture holders and therefore clause 4(xi) of the order is
not applicable.
xii. The Company has not granted any loans and advances on the basis of
security by way of pledge of shares, debentures and other securities
and therefore clause 4(xii) of the order is not applicable.
xiii. The Company is not a chit fund or a nidhi / mutual benefit fund/
society and therefore clause 4(xiii) of the order is not applicable.
xiv. The Company has maintained proper records of the transactions and
contracts of the investments dealt in by the Company and timely entries
have been made therein. The investments made by the Company are held in
its own name.
xv The Company has not given any guarantee for loans taken by others
from banks or financial institutions and therefore clause 4(xv) of the
order is not applicable.
xvi. The Company not obtained any term loans and therefore clause
4(xvi) of the order is not applicable.
xvii. The Company has not raised any fund on short-term basis and
therefore clause 4(xvii) of the order is not applicable.
xviii. The Company has not made any preferential allotment of shares to
parties and Companies covered in the register maintained under section
301 of the Companies Act, 1956 and therefore clause 4(xviii) of the
order is not applicable.
xix. The Company has not issued any debentures and therefore clause
4(xix) of the order is not applicable.
xx. The Company has not raised any money by way of public issue and
therefore clause 4(xx) of the order is not applicable.
xxi. During the year no fraud on or by the Company has been noticed or
reported and therefore clause 4(xxi) of the order is not applicable.
For Bagaria & Co.
Chartered Accountants
(Firm Registration No. 113447W)
N.T. Ranka
Partner
Membership No. 120454
Place: Mumbai
Date: 29th May 2010
Mar 31, 2009
We have audited the attached Balance Sheet of Nivedita Mercantile &
Financing Limited as on 31st March, 2009 and also the Profit and Loss
Account of the Company for the year ended on that date annexed thereto
and the Cash Flow Statement for the year ended on that date, which we
have signed under reference to this report. These financial statements
are the responsibility of the Companys management. Our responsibility
is to express an opinion on these financial statements based on our
audit.
1. We conducted our audit in accordance with auditing standards
generally accepted in India. Those Standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting, the amounts
and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for
our opinion.
2. As required by the Manufacturing and other Companies (Auditors
Report) Order, 2003 and the Companies (Auditors Report) (Amendment)
Order, 2004 issued under the Companies Act, 1956, and on the basis of
the such checks as we consider appropriate we enclose in the Annexure a
statement on the matters specified in paragraph 4 and 5 of the said
Order.
3. Further to our comments in the Annexure referred to in paragraph 2
above, 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 has been
kept by the Company so far as appears from our examination of books.
c) The Balance Sheet and the Profit and Loss Account and Cash Flow
Statement dealt with by this report are in agreement with the books of
accounts.
d) In our opinion, the Balance Sheet and the Profit & Loss Account
comply with the Accounting Standards referred to in Sub-Section (3C) of
Section 211 of the Companies Act, 1956, to the extent applicable and
e) On the basis of the written representation received from the
Directors and taken on record by the Board of Directors, we report that
none of the Directors are disqualified as on 31* March, 2009 from being
appointed as Directors in terms of clause (q) of sub-section (1) of
Section 274 of the Companies Act, 1956.
f) In our opinion and to the best of our information and according to
the explanations given to us, the said account together with the notes
thereon give the information required by the Companies Act, 1956, in
the manner so required and give a true and fair view, in conformity
with the accounting principles generally accepted in India:
I. In case of the Balance Sheet, of the state of the Companys affairs
as at 31st March, 2009 and,
II. In the case of the Profit and Loss Account, of the Profit of the
Company for the year ended on that date.
III. In the case of Cash Flow Statements of the Cash Flows for the
year ended on that date
ANNEXURE TO THE AUDITORS REPORT FOR THE YEAR ENDED 31st MARCH, 2009
(Referred to in Paragraph 1 of our report of even date)
1. The Company has not granted or taken any loans, secured or
unsecured to / from companies, firms or other parties covered in the
register maintained under section 301 of the Companies Act, 1956.
Accordingly sub-clauses (b), (c), (d), (f) and (g) of para 4 (iii) are
not applicable.
2. 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 the
business with regards to purchases of inventory, fixed assets and with
regard to the sale of goods. During the course of our audit, we have
not observed any continuing failure to correct major weaknesses in
internal controls.
3. Based upon the audit procedures, performed and according to the
information and explanations given to us, there are no transactions
that need to be entered into the register maintained in pursuance of
section 301 of the Companies Act, 1956. Accordingly Sub-clause (b) of
para 4(v) of the Order is not applicable.
4. The Company has not accepted any deposits from the public to which
the provisions of Section 58A of the Companies Act, 1956 and the
Companies (Acceptance of Deposit) Rules, 1975 apply.
5. During the year the Company has no internal audit system, as in the
opinion of management considering the size and nature of its business
and personal supervision by the Directors, the same is considered to be
adequate and commensurate with its size and nature of its business.
6. The Central Government has not prescribed the maintenance of cost
records under section 209(1 )(d) of the Companies Act, 1956.
7. (a) According to the information and explanations given to us and
on the basis of records of the Company, the Company is 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, Service
Tax, Custom Duty, Excise-Duty, cess and other statutory dues applicable
to it (b) According to the information and explanation given to us,
there are no dues of Sales Tax, Income Tax, Customs Duty, Wealth Tax,
Service Tax, Excise Duty and Cess which have not been deposited on
account of any dispute.
8. The Company does not have any accumulated losses and has not
incurred cash losses in the current financial year and in the
immediately preceding financial year.
9. The Company has not defaulted in repayment of dues to Financial
Institutions or Banks or Debenture holders.
10. According to the information and explanations given to us, the
Company has not granted any loans or advances on the basis of security
by way of pledge of Shares, Debentures and other Securities.
11. The Company is not a chit fund or a nidhi /mutual benefit
fund/society.
12. As per the information and explanations given to us, the Company
is not dealing or trading in shares, securities, debentures and other
investment. The investments have been held in its own name.
13. The Company has not given any guarantee for loans taken by others
from banks or financial institutions.
14. According to the information and explanations given to us, there
are no term loans raised by the Company during the year.
15. According to the information and explanations given to us and on
an overall examination of the Balance Sheet of the Company, in our
opinion, no funds raised on short-term basis have been used for
long-term investment.
16. According to the information and explanations given to us, during
the year the Company has not made any preferential allotment of shares
to parties and companies covered in the register maintained under
Section 301 of the Companies Act, 1956.
17. According to the information and explanations given to us, the
Company has not issued any debentures during the year.
18. According to the information and explanations given to us, the
Company has not raised any money through public issues during the year.
19. 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.
Looking to the nature of activities being carried on, at present, by
the Company and also considering the nature of matters referred to in
the various clauses of the Companies (Auditors Report) Order, 2003,
and the Companies (Auditors Report) (Amendment) Order, 2004, clauses
(ii) of paragraph 4 of the aforesaid order is in our opinion, not
applicable to the Company.
For BANKIM V. SHAH
Chartered Accountants
NAGPUR (BANKIM SHAH)
Dated: 04.09.2009 Proprietor
Membership No. 31800
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