Mar 31, 2023
Shardul Securities Limited
Report on the audit of the Standalone Ind AS financial statements
1. We have audited the accompanying standalone Ind AS financial statements of Shardul Securities Limited (âthe Companyâ), which comprise the balance sheet as at March 31, 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the statement of changes in equity and the Statement of Cash Flows for the year then ended on that date, and notes to the standalone Ind AS financial statements, including a summary of significant accounting policies and other explanatory information.
2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Companies Act, 2013 (âthe Act") in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules,2015, as amended, (âInd ASâ) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, its profit, including other comprehensive income, changes in equity and its cash flows for the year the ended on that date.
3. We conducted our audit of the Standalone Ind AS Financial Statement in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial Statements.
4. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone Ind AS financial statements of the current period. These matters were addressed in the context of our audit of the standalone Ind AS financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For the matter below, our description of how our audit addressed the matter is provided in that context.
We have determined the matter described below to be the key audit matter to be communicated in our report. We have fulfilled the responsibilities described in the Auditor''s responsibilities for the audit of the standalone financial statements section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone financial statements.
Key Audit Matter |
How our audit addressed the Key Audit Matter |
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1 |
Information Technology (IT) Systems and Controls The Company''s key financial accounting and reporting processes are fundamentally reliant on information systems including IT controls in systems to process significant transaction volumes. Therefore, due to the pervasive nature and complexity of the IT environment, the assessment of the general IT controls and the application controls specific to the accounting and preparation of the financial information is considered to be a key audit matter. |
We tested a sample of key IT controls (including access management, security, and reliability) which are built-in into the system to confirm the operating effectiveness in relation to financial accounting and reporting processes. In addition to the above, we tested the design and operating effectiveness of IT dependent manual controls that were considered as key internal controls over financial reporting, where necessary, extended the scope of our substantive audit procedures. |
Information Other than the Standalone Ind AS Financial Statements and Auditors'' Report Thereon
5. The Company''s Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Board''s Report including Annexures to Board''s Report, Business Responsibility Report, Corporate Governance and Shareholder''s Information report, but does not include the Standalone Ind AS financial statements and our auditor''s report thereon.
6. Our opinion on the standalone Ind AS financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
7. In connection with our audit of the standalone Ind AS financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
8. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of management and those charged with governance for the standalone Ind AS Financial statements
9. The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flow and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
10. In preparing the standalone Ind AS financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
11. The Board of Directors are also responsible for overseeing the Company''s financial reporting process.
Auditors'' responsibilities for the audit of the Standalone Ind AS financial statements
12. Our objectives are to obtain reasonable assurance about whether the standalone Ind AS financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone Ind AS financial statements.
13. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
⢠Identify and assess the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
⢠Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances .Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
⢠Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures in the standalone Ind AS financial Statements made by the Management and Board of Directors.
⢠Conclude on the appropriateness of management''s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
⢠Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the standalone Ind AS financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
14. Materiality is the magnitude of misstatements in the standalone Ind AS financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.
15. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
16. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
17. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone Ind AS financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on other legal and regulatory requirements
18. As required by the Companies (Auditor''s Report) Order, 2020 (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 Order, to the extent applicable.
19. As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
(c) The Standalone Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, statement of changes in equity and the statement of Cash Flows dealt with by this Report are in agreement with the books of account.
(d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Ind AS specified under Section 133 of the Act.
(e) On the basis of the written representations received from the directors as on March 31, 2023 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2023 from being appointed as a director in terms of Section 164 (2) of the Act.
(f) With respect to the adequacy of the internal financial controls 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 Auditors'' Report in accordance with the requirements of Section 197 (16) of the act, as amended:
In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of Section 197 of the Act.
(h) 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 as at year end on its financial position in its standalone Ind AS financial statements - Refer Note 43.
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
iv.
a) The management of the Company has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds)
by the Company to or in any other person(s) or entity(ies), including foreign entities (âIntermediariesâ), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
b) The management of the Company has represented that, to the best of its knowledge and belief, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (âFunding Partiesâ), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Parties (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11 (e), as provided under (a) and (b) above, contain any material misstatement.
v. The Company has neither declared nor paid any dividend during the year. Hence, reporting the compliance with section 123 of the Act is not applicable.
vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from April 1, 2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended March 31, 2023.
Firm Registration Number: 118769W
Chartered Accountants
Partner
Membership Number: 173041
UDIN: 23173041BHAMZX6881
Place: Mumbai
Date: 29th May 2023
Mar 31, 2018
Report on the Standalone Financial Statements
1. We have audited the accompanying standalone financial statements of Shardul Securities Limited (âthe Companyâ), which comprise the Balance Sheet as at March 31, 2018, 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
Managementâs Responsibility for the Standalone Financial Statements
2. The Management and Board of Directors of the Company are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (âthe Actâ) 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 Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
Auditorâs Responsibility
3. Our responsibility is to express an opinion on these standalone financial statements based on our audit.
4. 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.
5. 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 standalone financial statements are free from material misstatement
6. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the standalone financial statements. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the standalone 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 standalone 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 management and Board of Directors, as well as evaluating the overall presentation of the standalone financial statements
7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion
Opinion
8. 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; its Profit and its cash flows for the year ended on that date
Other Matters
9. The Statutory audit for the preceding financial year was not carried out by us. The figures, numbers and details pertaining to previous year have been traced from the standalone financial statements of the previous year audited by Rajen Damani & Associated, Chartered Accountants vide their report dated May 26, 2017.
Report on Other Legal and Regulatory Requirements
10. 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 Order
11. As required by section 143(3) of the Act, we further 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 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 aforesaid standalone financial statements comply with the applicable Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014
e. On the basis of written representations received from the directors as on March 31, 2018, and 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 the explanations given to us:
i. The Company has disclosed the impact of pending litigations on the financial position in its standalone financial statements -Refer Note 27 to the standalone financial statements.
ii. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on derivative contracts. The Company did not have any other long-term contracts for which there were any material foreseeable losses.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company; and
iv. the disclosure requirements as envisaged in Notification G.S.R 308(E) dated March 30, 2017 is not applicable for the current year - Refer Note 13.1 to the standalone financial statements.
ANNEXURE A TO THE INDEPENDENT AUDITORSâ REPORT
(Referred to in our report of even date)
i. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
(b) As informed to us, fixed assets were physically verified by the Management at regular intervals. In our opinion, and according to the information and explanations given to us, no material discrepancies were noticed on such verification.
(c) In our opinion and according to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company
ii. As explained to us, the inventories which are maintained in dematerialized & physical forms, have been verified by the management. In our opinion, the frequency of verification is reasonable. As explained to us, no material discrepancies have been noticed on verification between the dematerialized stocks or physical stocks and the book records.
iii. In our opinion and according to the information and explanations given to us, the Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Act. Accordingly, paragraph 3(iii) of the Order is not applicable to the Company.
iv. In our opinion and according to the information and explanations given to us, the Company has complied with section 185 and 186 of the Act with respect to loans and investment made.
v. In our opinion and according to the information and explanations given to us, the Company has not accepted any deposits from the public during the year in terms of 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. According to information and explanation given to us, the Central Government has not prescribed the maintenance of cost records under the sub-section 1 of section 148 of the Act for the sale of goods and services rendered or any product manufactured 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, Service tax, Goods and Service Tax, Duty of Customs, Duty of Excise, Value added tax, Cess and other material statutory dues have 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 Provident Fund, Employeesâ State Insurance, Income-tax, Sales-tax, Service tax, Goods and Service Tax, Duty of Customs, Duty of Excise, Value added tax, Cess and other material statutory dues were in arrears as at 31 March 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 and on the basis of our examination of the records of the Company, there are no dues of Income-tax, Sales-tax, Service tax, Goods and Service Tax, Duty of Customs, Duty of Excise and Value added tax which have not been deposited as on 31 March 2018 on account of disputes
viii. According to the information and explanations given to us, and based on the records of the Company, the Company does not have any loans or borrowings from any financial institution, banks, government or debenture holders during the year. Accordingly, paragraph 3(viii) of the order is not applicable.
ix. According to the information and explanations given to us, and based on the records of the Company, the Company did not raise money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3(ix) of the order is not applicable.
x. According to the information and explanations given to us, no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.
xi. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.
xii. In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable to the Company.
xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with Sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required under Accounting Standard (AS) 18, Related party Disclosures specified under 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014
xiv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, paragraph 3(xiv) of the Order is not applicable to the Company.
xv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with them. Accordingly, paragraph 3(xv) of the Order is not applicable to the Company.
xvi. The Company is registered under section 45IA of the Reserve Bank of India Act, 1934
ANNEXURE B TO THE INDEPENDENT AUDITORSâ REPORT
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Act
We have audited the internal financial controls over financial reporting of Shardul Securities Limited (âthe Companyâ) as at 31 March 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 the 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 Act.
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 Act, to the extent applicable to an audit of internal financial controls, 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 judgment, including the assessment of the risks of material misstatement of the standalone 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:
(a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
(b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of standalone financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and
(c) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Companyâs assets that could have a material effect on the standalone 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 considering the nature and size of the operations, 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 ICAI.
For Khimji Kunverji & Co.
Chartered Accountants
Firmâs Registration No: 105146W
Mumbai Gautam V Shah
May 29, 2018 Partner (F- 117348)
Mar 31, 2016
INDEPENDENT AUDITORâS REPORT
To
The Members of,
SHARDUL SECURITIES LTD.
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of SHARDUL SECURITIES LTD (âThe Companyâ), which comprises of the Balance Sheet as at March 31, 2016, 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.
Managementâs 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 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 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 are 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 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 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:
i. In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2016;
ii. In the case of the Statement of Profit and Loss, of the profit for the year ended on that date and;
iii. In the case of the Cash Flow Statement, of 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 âOrderâ), issued by the Central Government of India in terms of sun section (11) of section 143 of the Act, we give in the Annexure A a statement on the matters specified in paragraphs 3 & 4 of the Order.
2. As required by section 143(3) of the Act, we further 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 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 aforesaid standalone financial statements comply with the applicable Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014;
e) On the basis of written representations received from the directors as on March 31, 2016, and taken on record by the Board of Directors, none of the directors are 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''; and
g) With respect to other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigation on its financial position in its financial statements as referred to in Note 28 to the financial statements.
ii. The Company has made provision, as required under the applicable law or accounting standards, or material foreseeable losses, if any, and as required on long-term contracts including derivative contracts.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company
The Annexure referred to in the Independent Auditors Report to the members of the Company on the Standalone Financial Statements
for the year ended 31st March, 2016, we report that:
i. In respect of its Fixed Assets:
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 regular intervals; as informed to us no material discrepancies were noticed on such verification;
c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company.
ii. In respect of its Inventories:
a) As explained to us, the inventories, which are held in dematerialized & physical forms, have been verified by the management with the supporting evidence during the year. In our opinion, the frequency of verification is reasonable.
b) Based on our examination of inventory records, we are of the opinion that the company is maintaining proper records of inventory. As explained to us, no material discrepancies have been noticed on verification between the dematerialized stocks or physical stocks and the book records.
iii. The company has not granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Act.
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 Act with respect to the loans and investments made.
v. The company has not accepted any deposits from the public.
vi. The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any of the services rendered by the Company.
vii. (a) According to the information and explanations given to us and based on the records of the company examined by us, the
company is regular in depositing the undisputed statutory dues, including Provident Fund, Employees'' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, duty of custom , duty of excise, value added tax, cess and other material statutory dues, as applicable, with the appropriate authorities in India;
(b) According to the information and explanations 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.
viii. The Company does not have any loans or borrowings from any financial institution, banks, government or debenture holders during the year. Accordingly paragraph 3(viii) of the order is not applicable.
ix. The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly paragraph 3(ix) of the order is not applicable.
x. According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.
xi. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has paid / provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.
xii. In our opinion and according to the information and explanations given to us, the Company is not a Nidhi Company. Accordingly paragraph 3(xii) of the order is not applicable.
xiii. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with related parties are in Compliance with Sections 177 and 188 of the Act, where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.
xiv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year.
xv. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly paragraph 3(xv) of the order is not applicable.
xvi. The Company is duly registered under Section 45-IA of the Reserve Bank Of India Act, 1934.
Report on the Internal Financial Controls under Clause (i) of Sub- section 3 of Section 143 of the Companies Act, 2013
We have audited the internal financial controls over financial reporting of Shardul Securities Limited (the Company) as of 31st March, 2016 in conjunction with over audit of the standalone financial statement of the company for the year ended on that date.
Managementâs Responsibility for Internal Financial Controls
The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). 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 of the 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 preparations of reliable financial information, as required under the Companies Act, 2013.
Auditorsâ 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 Control over Financial Reporting (the ''Guidance Note'') 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 Institute of Chartered Accountants of India. 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 were 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 auditors'' judgment, 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 the generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that:
- Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company.
- Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with the generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with the authorizations of the Management and directors of the Company.
- 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
Due to the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluations of the internal financial controls over financial reporting to future periods are subject to the risk that 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 systems over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 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 of Audit of Internal Financial Controls Over Financial Reporting issued by the Institute Of Chartered Accountants Of India.
For Rajen Damani & Associates
Chartered Accountants.
Firm Registration No.116762W
CA Rajen J. Damani
Place: Mumbai Partner
Date:27th May, 2016 Membership No. : 034375
Mar 31, 2015
We have audited the accompanying standalone financial statements of
SHARDuL SECuRITIES Ltd. ("The Company"), which comprise the Balance
Sheet as at March 31, 2015, the Statement of Profit and Loss and Cash
Flow Statement for the year then ended and a summary of significant
accounting policies and other explanatory information.
Management's Responsibility for the Standalone Financial Statements
The Company's Board of Directors of the Company is responsible for the
matters stated in Section 134(5) of the Companies Act, 2013 ('the act')
with respect to the preparation of these financial statements that give
a true and fair view of the financial position, financial performance
and cash flows of the Company in accordance with the accounting
principles generally accepted in India, including the Accounting
Standards specified under Section 133 of the Act, read with rule 7 of
Companies (Accounts) Rules, 2014. This responsibility includes
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting frauds and other irregularities; selection
and application of appropriate accounting policies; making judgments
and estimates that are reasonable and prudent; design, implementation
and maintenance of adequate internal financial controls, that are
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 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 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 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 management and Board of
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, its profit and its cash flows for the year ended on
that date.
I. Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2015, issued
by the Central Government of India in terms of sun section (11) of
section 143 of the Act (the "Order"), and on the basis of such checks
of the books and records of the Company as we considered appropriate an
daccording to the information and explanations given to us, we give in
the Annexure a statement on the matters specified in paragraphs 4 & 5
of the Order.
2. As required by section 143(3) of the Act, we further 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 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 aforesaid standalone financial statements comply
with the applicable Accounting Standards specified under Section 133 of
the Act, read with Rule 7 of the Companies (Accounts) Rules 2014;
e) On the basis of written representations received from the directors
as on March 31,2015, and taken on record by the Board of Directors,
none of the directors are disqualified as on March 31, 2015, from being
appointed as a director in terms of Section 164(2) of the Act.
f) With respect to other matters to be included in the Auditor's Report
in accordance with Rule 11 of the Companies (Audit and Auditors) Rules,
2014, in our opinion and to the best of our information and according
to the explanations given to us:
i. The Company has disclosed the impact of pending litigation on its
financial position in its financial statements as referred to in Note
29 to the financial statements
ii. The Company has made provision, as required under the applicable
law or accounting standards, or material foreseeable losses, if any,
and as required on long-term contracts including derivative contracts.
iii. There has been no delay in transferring amounts, required to be
transferred, to the Investor Education and Protection Fund by the
Company.
ANNEXURE REFERRED TO IN PARAGRAPH I OF OUR REPORT OF EVEN DATE TO THE
MEMBERS OF SHARDUL SECURITIES LTD. ON THE ACCOUNTS OF THE COMPANY FOR
THE YEAR ENDED 31ST MARCH, 2015
On the basis of such checks as we considered appropriate and according
to the information and explanations given to us during the course of
our audit, we report that:
i. In respect of its Fixed Assets:
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 regular intervals; as informed to us no material
discrepancies were noticed on such verification;
ii. In respect of its Inventories:
a) As explained to us, the inventories, which are held in
dematerialized & physical forms, have been verified by the management
with the supporting evidence during the year. In our opinion, the
frequency of verification is reasonable.
b) In our opinion and according to the information and explanation
given to us, the procedure of verification of inventories followed by
the management is reasonable and adequate in relation to the size of
the Company and the nature of its business.
c) Based on our examination of inventory records, we are of the opinion
that the company is maintaining proper records of inventory. As
explained to us, no material discrepancies have been noticed on
verification between the dematerialized stocks or physical stocks and
the book records.
iii. The company has not granted any loans, secured or unsecured to
companies, firms or other parties covered in the register maintained
under section 189 of the Act.
iv. In our opinion and according to the information and explanations
given to us, there is adequate internal control system commensurate
with the size of the Company and the nature of its business, for the
purchase of fixed assets and for the sale of services. Further, on the
basis of our examination of the books and records of the Company and
according to the information and explanations given to us, no major
weakness has been noticed or reported.
v. The Company has not accepted any deposits from the public covered
under Section 73 to 76 of the Companies Act, 2013.
vi. The Company is not applicable for cost audit under section 148 of
the Act. Thus, the question of maintenance of cost records under
sub-section (1) of Section 148 of the Act does not arised.
vii. (a) According to the information and explanations given to us and
based on the records of the company examined by us, the
company is regular in depositing the undisputed statutory dues,
including Provident Fund, Employees' State Insurance, Income-tax,
Sales-tax, Wealth Tax, Service Tax, duty of custom, duty of excise,
value added tax, cess and other material statutory dues, as applicable,
with the appropriate authorities in India;
(b) According to the information and explanations 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) The Company has transferred amounts required under Investor
Education and Protection Fund.
viii. The Company has positive net worth at the end of the financial
year. The Company has no accumulated losses and has not incurred any
cash loss during the current financial year and has also not incurred
any cash loss in the immediately preceding financial year.
ix. According to the records of the company examined by us and as per
the information and explanations given to us, the company has not
availed any loans from any financial institution or banks and has not
issued debentures.
x. According to the information and explanation given by the
management, the company has not given any guarantees for loans taken by
others from bank or financial institution.
xi. In our opinion, and according to the information and explanations
given to us, the company has not raised any term loans during the year.
xii. During the course of our examination of the books and records of
the company, carried in accordance with the auditing standards
generally accepted in India, we have neither come across any instance
of fraud on or by the Company noticed or reported during the course of
our audit nor have we been informed of any such instance by the
Management.
For Rajen damani & Associates
Chartered Accountants
Firm Registration No.116762W
CA Rajen J. damani
Place: Mumbai Partner
Date : 22nd May, 2015 Membership No. : 034375
Mar 31, 2014
We have audited the accompanying fnancial statement of Shardul
SECURITIES LTD (''THE COMPANY''''), WHICH COMPRISE THE bALANCE Sheet as at
31st March 2014, the Statement of profit & Loss and the Cash Flow
statement for the year then ended and a summary of signifcant
accounting policies and other explanatory information.
Management''s responsibility for the Financial Statements
These fnancial statements are the responsibility of the Company''s
Management that give a true and fair view of the fnancial position,
fnancial performance and the cash flows of the company in accordance
with accounting principles generally accepted in India including
Accounting Standards referred to in Section 211(3C) of the Companies
Act 1956 ("the Act") read with the General Circular 15/2013 dated
September 13, 2013 issued by Ministry of Corporate Affairs in respect
of section 133 of the Companies Act, 2013. The responsibility includes
the design, implementation and maintenance of internal control relevant
to the preparation of the fnancial 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 fnancial
statements based on our audit. We conducted our audit in accordance
with Standards on Auditing issued by the Institute of Chartered of
India. Those Standards require that we comply with the ethical
requirement and plan and perform the audit to obtain reasonable
assurance about whether the fnancial statements are free from material
misstatements.
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the fnancial statements. The procedures
selected depend on the auditor''s judgment, including the assessment of
the risks of material misstatement of the fnancial 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 fnancial statements in order to design audit
procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the Company''s
internal control . An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of
the accounting estimates made by management, as well as evaluating the
overall presentation of the fnancial statements. We believe that audit
evidence we have obtained is suffcient 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 fnancial statements give the information
required by the Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
i) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March, 2014;
ii) in the case of the Statement of profit and Loss, of the profit of the
Company for the year ended on that date; and
iii) in the case of the Cash Flow Statement, of the Cash Flow 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 issued
by Central Government of India, in terms of Section 227(4A) of the Act,
we enclose in the Annexure hereto a statement on the matters specifed
in the paragraphs 4 and 5 of the said order, to the extent applicable
to Company.
2. Further to our comments in the Annexure referred to in paragraph
(1) above, 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, 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 Balance Sheet, the Statement of profit and Loss
and Cash Flow Statement dealt with by this report are in compliance
with the mandatory Accounting Standards referred to in Sub-Section (3C)
of Section 211 of the Act, notifed under the Act, read with the General
Circular 15/2013 dated September 13, 2013 issued by 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 at 31st March, 2014 and taken on record by the Board of Directors,
we report that none of the Directors of the Company is disqualifed as
on 31st March, 2014 from being appointed as a Director in terms of
Section 274(1)(g) of the Act.
ANNEXURE TO THE INDEPENDENT AUDITOR''s REPORT OF SHARDUL SECURITIES LTD.
FOR THE YEAR ENDED 31st MARCH 2014.
(referred to in paragraph 1 of our report on other legal and regulatory
requirements of the even date)
i. In respect of its fixed assets:
a) The Company has maintained proper records showing full particulars
including quantitative details and situation of fixed assets based on
available information.
b) As explained to us, the fixed assets have been physically verifed by
the management in accordance with a phased programme of verifcation,
which in our opinion is reasonable, considering the size and nature of
its business. No material discrepancies were noticed on such
verifcation.
c) As per the information and explanations given to us, during the
year, the Company has not disposed off any substantial part of fixed
assets that would affect the going concern.
ii. In respect of its inventories:
a) As explained to us, the inventories, which are held in
dematerialized & physical forms, have been verifed by the management
with the supporting evidence during the year. In our opinion, the
frequency of verifcation is reasonable.
b) In our opinion and according to the information and explanation
given to us, the procedure of verifcation of inventories followed by
the management is reasonable and adequate in relation to the size of
the Company and the nature of its business.
c) Based on our examination of inventory records, we are of the opinion
that the company is maintaining proper records of inventory. As
explained to us, no material discrepancies have been noticed on
verifcation between the dematerialized stocks or physical stocks and
the book records.
iii. In respect of loans:
a) The Company has not taken loans, secured or unsecured from
companies, frms or parties covered in register maintained under section
301 of the companies Act, 1956. Hence, clause (iii) (b) to (iii) (d) of
paragraph 4 of the Companies (Auditor''s Report) orders 2003 are not
applicable to the company.
b) The Company has given unsecured loan to its wholly owned subsidiary,
covered in the register maintained under section 301 of the Companies
Act, 1956.The maximum amount outstanding during the year Rs.255 lacs
and the closing balance at year end is Rs.75 lacs.
c) In our opinion and according the information and explanation given
to us, the rate of interest and other terms and condition of loans
given by the company are not prima facie prejudicial to the interest of
the company.
d) According to the information and explanations given to us, the
payment of principal amount and interest are regularly made as per
terms stipulated.
e) There is no overdue amount outstanding for more than 1 lac at the
end of the year in respect of the above loans.
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 nature of its business
for the purchases of securities and services and fixed assets and sale
of securities and services rendered towards fees based income. Further,
on the basis of our examination of the books and records of the
company, and according to the information and explanations given to us,
we neither have come across nor have been informed of any continuing
failure to correct major weakness in the aforesaid internal controls.
v. In respect of the contracts or arrangements referred to in Section
301 of the Companies Act, 1956:
a) According to the information and explanation given to us, we are of
the opinion that transactions that need to be entered into the register
maintained under section 301 of the Companies Act, 1956, have been so
entered.
b) In our opinion and according to the information and explanations
given to us, the transactions of purchase and sale of securities and
services in pursuance of contracts or arrangement required to be
entered in the register maintained under section 301 of the Companies
Act, 1956 and exceeding the value of Rs.5,00,000 in respect of each
party during the year have been made at prices, which appear reasonable
having regard to the prevailing market prices at the relevant time.
vi. According to the information and explanations given to us, the
Company has not accepted any deposits from the public under directives
issued by Reserve Bank of India and provision of section 58A and 58AA
of the Companies Act, 1956 and rules framed there under.
Therefore, the provisions of Clause (vi) of paragraph 4 of the order
are not applicable for the year under audit.
vii. The Company has internal audit system commensurate with its size
and nature of its business.
viii. In respect of statutory dues:
a) According to the information and explanations given and records as
produced and examined by us, in our opinion the undisputed statutory
dues in respect of Investor Education and Protection Fund, Sales tax,
Provident fund, Employees State Insurance, Income tax, Service tax, and
other material statutory dues as applicable have been regularly
deposited by the Company during the year with appropriate authorities.
According to the information and explanation given to us, no undisputed
amounts payable in respect of the aforesaid dues were outstanding as at
March 31, 2014 for a period of more than six months from the date of
becoming payable.
b) The Customs duty, Excise duty and Cess are not applicable to the
Company.
c) According to the information and explanations given to us, there are
no such statutory dues, which have not been deposited because of any
dispute.
ix. The company has positive net worth at the end of the fnancial year.
The Company has no accumulated losses and has not incurred any cash
loss during the current fnancial year and has also not incurred any
cash loss in the immediately preceding fnancial year.
x. Based on our audit procedures and according to the information &
explanations given to us, we are of the opinion that the Company has
not defaulted in repayment of dues to fnancial institution.
xi. In our opinion and according to the explanations given to us and
based on the information available, no loans and advances have been
granted based on security by way of pledge of shares, debentures and
other securities.
xii. The company has maintained proper records of transactions and
contracts in respect of trading in shares, debentures and other
securities and timely entries have been made therein. The investments
are held by the company in its own name except shares held as margin
with third parties and shares held by nominees for benefcial interest
of the company.
xiii. According to the information and explanation given by the
management, the company has not given any guarantees for loans taken by
others from banks or fnancial institutions.
xiv. According to the information and explanations given to us the
company has not obtained any term loans.
xv. On the basis of review of utilization of funds, which is based on
overall examination of the Balance Sheet of the company as at 31st
March, 2014, we are of the opinion that there are no funds raised on
short term basis that have been applied for long term investment.
xvi. 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
fraud on or by the company, noticed or reported during the year, nor
have we been informed of such case by the management.
In view of the nature of activities carried by the Company, clause no
(viii) and (xiii) of Companies (Auditor''s Report) Order, 2003 are not
applicable to the Company. Further in view of the absence of conditions
prerequisite to the reporting requirement of clauses (xviii), (xix) and
(xx), the said clauses are, at present, not applicable.
For rajen damani & associates
Chartered Accountants
(Registration No. 116762W)
CA RAJEN J. DAMANI
Place: Mumbai, (Partner)
Dated: 29th May, 2014 Membership no: 034375
Mar 31, 2013
Report on the Financial Statement
We have audited the accompanying financial statement of SHARDUL
SECURITIES LTD ('''' the company''''}, which comprise the Balance Sheet as
at 31st March 2013, the Statement of Profit & Loss and the Cash Flow
statement for the year then ended and a summary of significant
accounting policies and other explanatory information.
Management''s Responsibility for the Financial Statements
These financial statements are the responsibility of the Company''s
Management that give a true and fair view of the financial position,
financial performance and the cash flows of the company in accordance
with accounting principles generally accepted in India including
Accounting Standards referred to in Section 211(3C) of the Companies
Act 1956 ("the Act"). The responsibility includes the design,
implementation and maintenance of internal control relevant to the
preparation of the financial statements that give a true and fair view
and are free from material misstatement, whether due to fraud or error.
Auditor''s Responsibility
Our responsibility is to express an opinion on these financial
statements based on our audit. We conducted our audit in accordance
with Standards on Auditing issued by the Institute of Chartered of
India. Those Standards require that we comply with the ethical
requirement 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 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 audit evidence we have obtained is
sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion and to the best of our information and according to the
explanations given to us, the financial statements give the information
required by the Act in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in
India:
i) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March, 2013;
ii) in the case of the Statement of Profit and Loss , of the Profit of
the Company for the year ended on that date; and
iii) in the case of the Cash Flow Statement, of the Cash Flow 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 issued
by Central Government of India, in terms of Section 227(4A) of the Act
, we enclose in the Annexure hereto a statement on the matters
specified in the paragraphs 4 and 5 of the said order, to the extent
applicable to Company.
2. Further to our comments in the Annexure referred to in paragraph
(1) 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 have
been kept by the Company, so far as 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 Balance Sheet, the Statement of Profit and Loss
and Cash Flow Statement dealt with by this report are in compliance
with the mandatory Accounting Standards referred to in Sub-Section (3C)
of Section 211 of the Act;
e) On the basis of written representations received from the Directors
as at 31st March, 2013 and taken on record by the Board of Directors,
we report that none of the Directors of the Company is disqualified as
on 31st March 2013 from being appointed as a Director in terms of
Section 274(1 )(g) of the Act.
ANNEXURE TO THE INDEPENDENT AUDITOR''S REPORT OF SHARDUL SECURITIES LTD.
FOR THE YEAR ENDED 31st MARCH 2013.
(Referred to in paragraph 1 of our report of the even date)
i. In respect of its fixed assets:
a) The Company has maintained proper records showing full particulars
including quantitative details and situation of fixed assets based on
available information.
b) As explained to us, the fixed assets have been physically verified
by the management in accordance with a phased programme of
verification, which in our opinion is reasonable, considering the size
and nature of its business. No material discrepancies were noticed on
such verification.
c) As per the information and explanations given to us, during the
year, the Company has not disposed off any substantial part of fixed
assets that would affect the going concern.
ii. In respect of its inventories :
a) As explained to us, the inventories, which are held in
dematerialized & physical forms except stock lying with third parties,
have been verified by the management with the supporting evidence
during the year. In our opinion, the frequency of verification is
reasonable.
b) In our opinion and according to the information and explanation
given to us, the procedure of verification of inventories followed by
the management is reasonable and adequate in relation to the size of
the Company and the nature of its business.
c) Based on our examination of inventory records, we are of the opinion
that the company is maintaining proper records of inventory. As
explained to us, no material discrepancies have been noticed on
verification between the dematerialized stocks or physical stocks and
the book records.
iii. In respect of loans:
a) The Company has not taken loans, secured or unsecured from
companies, firms or parties covered in register maintained under
section 301 of the companies Act, 1956.
Hence, clause (iii) (b) to (iii) (d) of paragraph 4 of the Companies
(Auditor''s Report) orders 2003 are not applicable to the company.
b) The Company has given unsecured loan to a party covered in the
register maintained under section 301 of the Companies Act, 1956.
The maximum amount outstanding during the year 375 lacs and the closing
balance at year end is 255 lacs.
c) In our opinion and according the information and explanation given
to us, the rate of interest and other terms and condition of loans
given by the company are not prima facie prejudicial to the interest of
the company.
d) According to the information and explanations given to us, the
payment of principal amount and interest are regularly made as per
terms stipulated.
e) There is no overdue amount outstanding for more than 1 lac at the
end of the year in respect of the above loans.
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 nature of its business
for the purchases of securities and services and fixed assets and sale
of securities and services rendered towards fees based income. Further,
on the basis of our examination of the books and records of the
company, and according to the information and explanations given to us,
we neither have come across nor have been informed of any continuing
failure to correct major weakness in the aforesaid internal controls.
v. In respect of the contracts or arrangements referred to in Section
301 of the Companies Act, 1956:
a) According to the information and explanation given to us, we are of
the opinion that transactions that need to be entered into the register
maintained under section 301 of the Companies Act, 1956, have been so
entered.
b) In our opinion and according to the information and explanations
given to us, the transactions of purchase and sale of securities and
services in pursuance of contracts or arrangement required to be
entered in the register maintained under section 301 of the Companies
Act, 1956 and exceeding the value of Rs.5,00,000 in respect of each
party during the year have been made at prices, which appear reasonable
having regard to the prevailing market prices at the relevant time.
vi. According to the information and explanations given to us, the
Company has not accepted any deposits from the public and hence
directives issued by Reserve Bank of India and provision of section 58A
and 58AA of the Companies Act, 1956 and rules framed there under.
Therefore, the provisions of Clause (vi) of paragraph 4 of the order
are not applicable for the year under audit.
vii. The Company has internal audit system commensurate with its size
and nature of its business.
viii. In respect of statutory dues :
a) According to the information and explanations given and records as
produced and examined by us, in our opinion the undisputed statutory
dues in respect of Investor Education and Protection Fund, Sales tax,
Provident fund, Employees State Insurance, Income tax, Service tax,
Wealth tax and other material statutory dues as applicable have been
regularly deposited by the Company during the year with appropriate
authorities. According to the information and explanation given to us,
no undisputed amounts payable in respect of the aforesaid dues were
outstanding as at March 31, 2013 for a period of more than six months
from the date of becoming payable.
b) The Customs duty, Excise duty and Cess are not applicable to the
Company.
c) According to the information and explanations given to us, there are
no such statutory dues, which have not been deposited because of any
dispute except Income tax dispute of Rs. 12.32 lacs for A.Y. 10-11
which are pending with Asst. Commissioner of Income Tax.
ix. The company has positive net worth at the end of the financial
year. The Company has no accumulated losses and has not incurred any
cash losses during the current financial year and has also not incurred
any cash loss in the immediately preceding financial year.
x. Based on our audit procedures and according to the information &
explanations given to us, we are of the opinion that the Company has
not defaulted in repayment of dues to financial institution.
xi. In our opinion and according to the explanations given to us and
based on the information available, no loans and advances have been
granted based on security by way of pledge of shares, debentures and
other securities.
xii. The company has maintained proper records of transactions and
contracts in respect of trading in shares, debentures and other
securities and timely entries have been made therein. The investments
are held by the company in its own name except shares held as margin
with third parties.
xiii. According to the information and explanation given by the
management, the company has not given any guarantees for loans taken by
others from banks or financial institutions.
xiv. According to the information and explanations given to us the
company has not obtained any term loans.
xv. On the basis of review of utilization of funds, which is based on
overall examination of the Balance Sheet of the company as at 31st
March, 2013, we are of the opinion that there are no funds raised on
short term basis that have been applied for long term investment.
xvi. 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
fraud on or by the company, noticed or reported during the year, nor
have we been informed of such case by the management.
In view of the nature of activities carried by the Company, clause no
(viii) and (xiii) of Companies (Auditor''s Report) Order, 2003 are not
applicable to the Company. Further in view of the absence of conditions
prerequisite to the reporting requirement of clauses (xviii), (xix) and
(xx), the said clauses are, at present, not applicable.
For Rajen Damani & Associates
Chartered Accountants
(Registration No. 116762W)
CA Rajen. J. Damani
Place : Mumbai (Partner)
Dated : 28th May, 2013 Membership No: 034375
Mar 31, 2012
We have audited the attached Balance Sheet of 'SHARDUL SECURITIES LTD',
as at 31st March 2012, the Statement of Profit & Loss 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.
We have conducted our audit in accordance with auditing standards
generally accepted in India. These standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free from material misstatements. An audit
also 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.
1. As required by the Companies (Auditor's Report) Order, 2003 issued
by Central Government of India, in terms of Section 227(4A) of the
Companies Act 1956, we enclose in the Annexure hereto a statement on
the matters specified in the paragraphs 4 and 5 of the said order, to
the extent applicable to Company.
2. Further to our comments in the Annexure referred to in paragraph
(1) 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 have
been kept by the Company, so far as 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 Balance Sheet, the Statement of Profit and Loss
and Cash Flow Statement dealt with by this report are in compliance
with the mandatory 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 at 31st March, 2012 and taken on record by the Board of Directors,
we report that none of the Directors of the Company is disqualified as
on 31st March 2012 from being appointed as a Director in terms of
Section 274(1)(g) 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 together with the
significant accounting policies and 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 confirmity with the
accounting principles generally accepted in India:
i) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March, 2012;
ii) in the case of the Statement of Profit and Loss , of the Profit of
the Company for the year ended on that date; and
iii) in the case of the Cash Flow Statement, of the Cash Flow for the
year ended on that date.
ANNEXURE TO THE AUDITOR'S REPORT OF SHARDUL SECURITIES LTD. FOR THE
YEAR ENDED 31ST MARCH 2012.
(Referred to in paragraph 1 of our report of the even date)
i. In respect of its fixed assets:
a) The Company has maintained proper records showing full particulars
including quantitative details and situation of fixed assets based on
available information.
b) As explained to us, the fixed assets have been physically verified
by the management in accordance with a phased programme of
verification, which in our opinion is reasonable, considering the size
and nature of its business. No material discrepancies were noticed on
such verification.
c) As per the information and explanations given to us, during the
year, the Company has not disposed off any substantial part of fixed
assets that would affect the going concern.
ii. In respect of its inventories:
a) As explained to us, the inventories, which are held in
dematerialized & physical forms, have been verified by the management
with the supporting evidence during the year. In our opinion, the
frequency of verification is reasonable.
b) In our opinion and according to the information and explanation
given to us, the procedure of verification of inventories followed by
the management is reasonable and adequate in relation to the size of
the Company and the nature of its business.
c) Based on our examination of inventory records, we are of the opinion
that the company is maintaining proper records of inventory. As
explained to us, no material discrepancies have been noticed on
verification between the dematerialized stocks or physical stocks and
the book records.
iii. In respect of loans:
a) The Company has not taken loans, secured or unsecured from
companies, firms or parties covered in register maintained under
section 301 of the companies Act, 1956
Hence, clause (iii) (b) to (iii) (d) of paragraph 4 of the Companies
(Auditor's Report) orders 2003 are not applicable to the company.
b) The Company has not given loans secured or unsecured to any
companies covered in the register maintained under section 301 of the
Companies Act, 1956.
Hence, clause (iii) (f) and (iii) (g) of paragraph 4 of the Companies
(Auditor's Report) orders 2003 are not applicable to the company.
iv. In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the company and nature of its business
for the purchases of securities and services and fixed assets and sale
of securities and services rendered towards fees based income. Further,
on the basis of our examination of the books and records of the
company, and according to the information and explanations given to us,
we neither have come across nor have been informed of any continuing
failure to correct major weakness in the aforesaid internal controls.
v. In respect of the contracts or arrangements referred to in Section
301 of the Companies Act, 1956:
a) According to the information and explanation given to us, we are of
the opinion that transactions that need to be entered into the register
maintained under section 301 of the Companies Act, 1956, have been so
entered.
b) In our opinion and according to the information and explanations
given to us, the transactions of purchase and sale of securities and
services in pursuance of contracts or arrangement required to be
entered in the register maintained under section 301 of the Companies
Act, 1956 and exceeding the value of Rs.5,00,000 in respect of each
party during the year have been made at prices, which appear reasonable
having regard to the prevailing market prices at the relevant time.
vi. According to the information and explanations given to us, the
Company has not accepted any deposits from the public and hence
directives issued by Reserve Bank of India and provision of section 58A
and 58AA of the Companies Act, 1956 and rules framed there under.
Therefore, the provisions of Clause (vi) of paragraph 4 of the order
are not applicable for the year under audit.
vii. The Company has internal audit system commensurate with its size
and nature of its business.
viii. In respect of statutory dues:
a) According to the information and explanations given and records as
produced and examined by us, in our opinion the undisputed statutory
dues in respect of Investor Education and Protection Fund, Sales tax,
Provident fund, Employees State Insurance, Income tax, Service tax,
Wealth tax and other material statutory dues as applicable have been
regularly deposited by the Company during the year with appropriate
authorities. According to the information and explanation given to us,
no undisputed amounts payable in respect of the aforesaid dues were
outstanding as at March 31, 2012 for a period of more than six months
from the date of becoming payable.
b) The Customs duty, Excise duty and Cess are not applicable to the
Company.
c) According to the information and explanations given to us, there are
no such statutory dues, which have not been deposited because of any
dispute.
ix. The company has positive net worth at the end of the financial
year. The Company has no accumulated losses and has not incurred any
cash losses during the current financial year and has also not incurred
any cash loss in the immediately preceding financial year.
x. Based on our audit procedures and according to the information &
explanations given to us, we are of the opinion that the Company has
not defaulted in repayment of dues to financial institution.
xi. In our opinion and according to the explanations given to us and
based on the information available, no loans and advances have been
granted based on security by way of pledge of shares, debentures and
other securities.
xii. The company has maintained proper records of transactions and
contracts in respect of trading in shares, debentures and other
securities and timely entries have been made therein. The investments
are held by the company in its own name except shares held as margin
with third parties.
xiii. According to the information and explanation given by the
management, the company has not given any guarantees for loans taken by
others from banks or financial institutions.
xiv. According to the information and explanations given to us the
company has not obtained any term loans.
xv. On the basis of review of utilization of funds, which is based on
overall examination of the Balance Sheet of the company as at 31st
March, 2012, we are of the opinion that there are no funds raised on
short term basis that have been applied for long term investment.
xvi. 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
fraud on or by the company, noticed or reported during the year, nor
have we been informed of such case by the management.
In view of the nature of activities carried by the Company, clause no
(viii) and (xiii) of Companies (Auditor's Report) Order, 2003 are not
applicable to the Company. Further in view of the absence of conditions
prerequisite to the reporting requirement of clauses (xviii), (xix) and
(xx), the said clauses are, at present, not applicable.
For RAJEN DAMANI & ASSOCIATES
Chartered Accountants
(Registration No. 116762W)
CA Rajen J. Damani
(Partner)
Membership no 034375
Place: Mumbai,
Dated: 21st May, 2012.
Mar 31, 2011
We have audited the attached Balance Sheet of 'SHARDUL SECURITIES LTD',
as at 31st March 2011, the Profit & 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.
We have conducted our audit in accordance with auditing standards
generally accepted in India. These standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free from material misstatements. An audit
also 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.
1. As required by the Companies (Auditor's Report) Order, 2003 issued
by Central Government of India, in terms of Section 227(4A) of the
Companies Act 1956, we enclose in the Annexure hereto a statement on
the matters specified in the paragraphs 4 and 5 of the said order, to
the extent applicable to Company.
2. Further to our comments in the Annexure referred to in paragraph
(1) 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 have
been kept by the Company, so far as appears from our examination of
those books;
c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account;
d) In our opinion the Balance Sheet, the Profit and Loss Account and
Cash Flow Statement dealt with by this report are in compliance with
the mandatory 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 at 31st March, 2011 and taken on record by the Board of Directors,
we report that none of the Directors of the Company is disqualified as
on 31st March 2011 from being appointed as a Director in terms of
Section 274(1)(g) 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 together with the
significant accounting policies and 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 confirmity with the
accounting principles generally accepted in India:
i) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March, 2011;
ii) in the case of Profit and Loss Account, of the Profit of the
Company for the year ended on that date; and
iii) in the case of the Cash Flow Statement, of the Cash Flow for the
year ended on that date.
ANNEXURE TO THE AUDITOR'S REPORT OF SHARDUL SECURITIES LTD. FOR THE
YEAR ENDED 31ST MARCH 2011.
(Referred to in paragraph 1 of our report of the even date)
i. In respect of its fixed assets:
a) The Company has maintained proper records showing full particulars
including quantitative details and situation of fixed assets based on
available information.
b) As explained to us, the fixed assets have been physically verified
by the management in accordance with a phased programme of
verification, which in our opinion is reasonable, considering the size
and nature of its business. No material discrepancies were noticed on
such verification.
c) As per the information and explanations given to us, during the
year, the Company has not disposed off any substantial part of fixed
assets that would affect the going concern.
ii. In respect of its inventories:
a) As explained to us, the inventories, which are held in
dematerialized & physical forms, have been verified by the management
with the supporting evidence during the year. In our opinion, the
frequency of verification is reasonable.
b) In our opinion and according to the information and explanation
given to us, the procedure of verification of inventories followed by
the management is reasonable and adequate in relation to the size of
the Company and the nature of its business.
c) Based on our examination of inventory records, we are of the opinion
that the company is maintaining proper records of inventory. As
explained to us, no material discrepancies have been noticed on
verification between the dematerialized stocks or physical stocks and
the book records.
iii. In respect of loans:
a) The Company has not taken loans, secured or unsecured from
companies, firms or parties covered in register maintained under
section 301 of the companies Act, 1956 Hence, clause (iii) (b) to (iii)
(d) of paragraph 4 of the Companies (Auditor's Report) orders 2003 are
not applicable to the company.
b) The Company has not given loans secured or unsecured to any
companies covered in the register maintained under section 301 of the
Companies Act, 1956.
Hence, clause (iii) (f) and (iii) (g) of paragraph 4 of the Companies
(Auditor's Report) orders 2003 are not applicable to the company.
iv. In our opinion and according to the information and explanations
given to us, there are adequate internal control procedures
commensurate with the size of the company and nature of its business
for the purchases of securities and services and fixed assets and sale
of securities and services rendered towards fees based income. Further,
on the basis of our examination of the books and records of the
company, and according to the information and explanations given to us,
we neither have come across nor have been informed of any continuing
failure to correct major weakness in the aforesaid internal controls.
v. In respect of the contracts or arrangements referred to in Section
301 of the Companies Act, 1956:
a) According to the information and explanation given to us, we are of
the opinion that transactions that need to be entered into the register
maintained under section 301 of the Companies Act, 1956, have been so
entered.
b) In our opinion and according to the information and explanations
given to us, the transactions of purchase and sale of securities and
services in pursuance of contracts or arrangement required to be
entered in the register maintained under section 301 of the Companies
Act, 1956 and exceeding the value of Rs.5,00,000 in respect of each
party during the year have been made at prices, which appear reasonable
having regard to the prevailing market prices at the relevant time.
vi. According to the information and explanations given to us, the
Company has not accepted any deposits from the public and hence
directives issued by Reserve Bank of India and provision of section 58A
and 58AA of the Companies Act, 1956 and rules framed there under.
Therefore, the provisions of Clause (vi) of paragraph 4 of the order
are not applicable for the year under audit.
vii. The Company has internal audit system commensurate with its size
and nature of its business.
viii. In respect of statutory dues:
a) According to the information and explanations given and records as
produced and examined by us, in our opinion the undisputed statutory
dues in respect of Investor Education and Protection Fund, Sales tax,
Provident fund, Employees State Insurance, Income tax, Service tax,
Wealth tax and other material statutory dues as applicable have been
regularly deposited by the Company during the year with appropriate
authorities. According to the information and explanation given to us,
no undisputed amounts payable in respect of the aforesaid dues were
outstanding as at March 31, 2011 for a period of more than six months
from the date of becoming payable.
b) The Customs duty, Excise duty and Cess are not applicable to the
Company.
c) According to the information and explanations given to us, there are
no such statutory dues, which have not been deposited because of any
dispute.
ix. The company has positive net worth at the end of the financial
year. The Company has no accumulated losses and has not incurred any
cash losses during the current financial year and has also not incurred
any cash loss in the immediately preceding financial year.
x. As the company has not taken any loans from any banks and financial
institutions and has not borrowed any funds by way of debentures during
the year under audit. Hence, clause no. 4(xi) is not applicable.
xi. In our opinion and according to the explanations given to us and
based on the information available, no loans and advances have been
granted based on security by way of pledge of shares, debentures and
other securities.
xii. The company has maintained proper records of transactions and
contracts in respect of trading in shares, debentures and other
securities and timely entries have been made therein. The investments
are held by the company in its own name except shares held as margin
with third parties.
xiii. According to the information and explanation given by the
management, the company has not given any guarantees for loans taken by
others from banks or financial institutions.
xiv. According to the information and explanations given to us the
company has not obtained any term loans.
xv. On the basis of review of utilization of funds, which is based on
overall examination of the Balance Sheet of the company as at 31st
March, 2011, we are of the opinion that there are no funds raised on
short term basis that have been applied for long term investment.
xvi. 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
fraud on or by the company, noticed or reported during the year, nor
have we been informed of such case by the management.
In view of the nature of activities carried by the Company, clause no
(viii) and (xiii) of Companies (Auditor's Report) Order, 2003 are not
applicable to the Company. Further in view of the absence of conditions
prerequisite to the reporting requirement of clauses (xviii), (xix) and
(xx), the said clauses are, at present, not applicable.
For RAJEN DAMANI & ASSOCIATES
Chartered Accountants
(Registration No. 116762W)
Place: Mumbai CA Rajen .J. Damani
Dated: 18th May, 2011 (Partner)
Membership No: 034375
Mar 31, 2010
We have audited the attached Balance Sheet of SHARDUL SECURITIES LTD,
as at 31st March 2010, the Profit & 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.
We have conducted our audit in accordance with auditing standards
generally accepted in India. These standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free from material misstatements. An audit
also 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.
1. As required by the Companies (Auditors Report) Order, 2003 issued
by Central Government of India, in terms of Section 227(4A) of the
Companies Act 1956, we enclose in the Annexure hereto a statement on
the matters specified in the paragraphs 4 and 5 of the said order, to
the extent applicable to Company.
2. Further to our comments in the Annexure referred to in paragraph
(1) 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 have
been kept by the Company, so far as appears from our examination of
those books;
c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
dealt with by this report are in agreement with the books of account;
d) In our opinion the Balance Sheet, the Profit and Loss Account and
Cash Flow Statement dealt with by this report comply with the mandatory
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 at 31st March, 2010 and taken on record by the Board of Directors,
we report that none of the Directors of the Company is disqualified as
on 31st March 2010 from being appointed as a Director in terms of
Section 274(1)(g) 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 together with the
significant accounting policies and 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 confirmity with the
accounting principles generally accepted in India:
i) in the case of the Balance Sheet, of the state of affairs of the
Company as at 31st March, 2010;
ii) in the case of Profit and Loss Account, of the Profit of the
Company for the year ended on that date; and
iii) in the case of the Cash Flow Statement, of the Cash Flow for the
year ended on that date.
ANNEXURE TO THE AUDITORS REPORTOF SHARDUL SECURITIES LTD. FOR THE
YEAR ENDED 31ST MARCH 2010. (Referred to in paragraph 1 of our report
of the even date)
i. In respect of its fixed assets:
a) The Company has maintained proper records showing full particulars
including quantitative details and situation of fixed assets on the
basis of available information.
b) As explained to us, the fixed assets have been physically verified
by the management in accordance with a phased programme of
verification, which in our opinion is reasonable, considering the size
and nature of its business. No material discrepancies were noticed on
such verification.
c) As per the information and explanations given to us, during the
year, the Company has not disposed off any substantial part of fixed
assets that would affect the going concern.
ii. In respect of its inventories:
a) As explained to us, the inventories, which are held in
dematerialized & physical forms, have been verified by the management
with the supporting evidence during the year. In our opinion, the
frequency of verification is reasonable.
b) In our opinion and according to the information and explanation
given to us, the procedure of verification of inventories followed by
the management is reasonable and adequate in relation to the size of
the Company and the nature of its business.
c) On the basis of our examination of inventory records, we are of the
opinion that the company is maintaining proper records of inventory. As
explained to us, no material discrepancies have been noticed on
verification between the dematerialized stocks or physical stocks and
the book records.
iii. In respect of loans:
a) The Company has not given loans secured or unsecured to any
companies, firms or parties covered in the register maintained under
section 301 of the Companies Act, 1956.
b) The company has not taken any loans, secured or unsecured from
companies, firms or parties covered in the register maintained under
section 301 of the companies Act, 1956.
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 nature of its business
for the purchases of securities and services and fixed assets and sale
of securities and services rendered towards fee based income. Further,
on the basis of our examination of the books and records of the
company, and according to the information and explanations given to us,
we have neither come across nor have been informed of any continuing
failure to correct major weakness in the aforesaid internal controls.
v. In respect of the contracts or arrangements referred to in Section
301 of the Companies Act, 1956:
a) According to the information and explanation given to us, we are of
the opinion that transactions that need to be entered into the register
maintained under section 301 of the Companies Act, 1956, have been so
entered.
b) In our opinion and according to the information and explanations
given to us, the transactions of purchase and sale of securities and
services in pursuance of contracts or arrangement required to be
entered in the register maintained under section 301 of the Companies
Act, 1956 and exceeding the value of Rs.5,00,000 in respect of each
party during the year have been made at prices, which appear reasonable
having regard to the prevailing market prices at the relevant time.
vi. The Company has not accepted deposits from public and hence
directives issued by Reserve Bank of India and provision of section 58A
and 58AA of the Companies Act, 1956 and rules framed there under.
Therefore the provisions of Clause (vi) of paragraph 4 of the order are
not applicable for the year under audit.
vii. In our opinion, the Company has an internal audit system
commensurate with its size and nature of its business.
viii. In respect of statutory dues:
a) According to the information and explanations given and records as
produced and examined by us, in our opinion the undisputed statutory
dues in respect of Investor Education and Protection Fund, Sales tax,
Provident fund, Employees State Insurance, Income tax, Service tax,
Wealth tax and other material statutory dues as applicable have been
regularly deposited by the Company during the year with appropriate
authorities. According to the information and explanation given to us,
no undisputed amounts payable in respect of the aforesaid dues were
outstanding as at March 31, 2010 for a period of more than six months
from the date of becoming payable.
b) The Customs duty, Excise duty and Cess are not applicable to the
Company.
c) According to the information and explanations given to us, there are
no such statutory dues, which have not been deposited on account of any
dispute except Income tax dispute of Rs. 12.10 lacs for A.Y. 2007-08
which is pending with Commissioner of Income Tax (Appeals).
ix. The company has positive net worth at the end of the financial
year. The Company has no accumulated losses and has not incurred any
cash losses during the current financial year but had incurred cash
losses of Rs.688.09 lacs in the immediately preceding financial year.
x. Based on our audit procedures and the information and explanations
given by management, we are of the opinion that the company has not
defaulted in repayment of dues to any banks and financial institutions.
The Company has not borrowed any funds by way of debentures during the
year under audit.
xi. In our opinion and according to the explanations given to us and
based on the information available, no loans and advances have been
granted on the basis of security by way of pledge of shares, debentures
and other securities.
xii. The company has maintained proper records of transactions and
contracts in respect of trading in shares, debentures and other
securities and timely entries have been made therein. The investments
are held by the company in its own name except shares held as margin
with third parties.
xiii. According to the information and explanation given by the
management, the company has not given any guarantees for loans taken by
others from banks or financial institutions.
xiv. According to the information and explanations given to us the
company has not obtained any term loans.
xv. On the basis of review of utilization of funds, which is based on
overall examination of the Balance Sheet of the company as at 31st
March, 2010, we are of the opinion that there are no funds raised on
short term basis that have been applied for long term investment.
xvi. 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
fraud on or by the company, noticed or reported during the year, nor
have we been informed of such case by the management.
In view of the nature of activities carried by the Company, clause no
(viii) and (xiii) of Companies (Auditors Report) Order, 2003 are not
applicable to the Company. Further in view of the absence of conditions
prerequisite to the reporting requirement of clauses (xviii), (xix) and
(xx), the said clauses are, at present, not applicable.
For RAJEN DAMANI & ASSOCIATES
Chartered Accountants
(Registration No. 116762W)
Place: Mumbai CA Rajen J. Damani
Dated: 26th May, 2010. (Partner)
Membership no 034375
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