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Auditor Report of Best Agrolife Ltd.

Mar 31, 2023

Report on the Audit of the Standalone Financial Statements

Opinion

1. We have audited the accompanying Standalone Financial Statements of Best Agrolife Limited (''the Company''), which comprise the Balance Sheet as at March 31, 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and notes to the Standalone Financial Statements, including a summary of the 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 Financial Statements give the information required by the Companies Act, 2013 (''the Act'') in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards (''Ind AS'') specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India, of the state of affairs of the Company as at

March 31, 2023, and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (''ICAI'') together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matter

4. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Standalone Financial Statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

5. We have determined the matter described below to be the key audit matters to be communicated in our report:

Key audit matter

How our audit addressed the key audit matter

Revenue Recognition:

Estimation of provision for sales returns, discounts and schemes on sales impacting revenue from sale of products.

Refer to the Company''s significant accounting policies in note 2.14(a) and the revenue related disclosures in note 25 of the Standalone Financial Statements. Revenue from sale of products is presented net of returns, discounts and schemes in the standalone financial statement.

The estimates associated with sales returns, discounts and schemes on sale of products have been identified as a key audit matter as it is having a significant impact on the recognized revenue and the management is required to make certain judgements in respect of revenue recognition and level of expected discounts, returns and schemes which are deducted in arriving at revenue.

Estimation of sales returns involves significant judgement and estimates. The estimation is dependent on various internal and external factors. These factors include, for example, climatic conditions, the length of time when a sale is made and when the sales return takes place, some of which are beyond the control of the Company.

Our audit procedure included, but were not limited to, the

following procedures:

a) Obtained an understanding of the process followed by the Company to determine the amount of accrual of sales returns, discounts and schemes;

b) Assessed the accounting policies of the Company regarding accounting for sales returns, discounts and schemes as against the criteria given in the accounting standards;

c) Tested the Company''s process and key internal controls over the accrual of sales returns, discounts and schemes. Selecting samples of revenue transactions and marketing circulars. Rechecking accrual for discounts and schemes calculated in accordance with the eligibility criteria mentioned in the schemes;

d) Ensured completeness and accuracy of the data used by the Company for accrual of sales returns, discounts and schemes and also checking the accrual for a selected sample of sales;

Key audit matter

How our audit addressed the key audit matter

The recognition and measurement of discounts and

e)

Obtained the historical trends for revenue

and

schemes involves significant judgement and estimates,

corresponding sales returns based on the accounting

particularly the expected level of claims of each of the customers. Assumption of level of customer wise claims

records maintained by the Company;

for discounts and schemes relates to estimating which of

f)

Verified if any credit notes were issued and/or their

the Company''s customers will ultimately be subject to a

adjustment after the balance sheet date and

their

related discount and/or scheme.

impact on Standalone Financial Statements;

Considering the materiality of the amount involved, complexities, management judgement involved and the significant auditor attention required to test such

g)

Evaluated the appropriateness of disclosures made in the Standalone Financial Statements in accordance with the applicable accounting standards.

management''s judgement, we have identified this as a key audit matter for current year audit.


Information other than the Financial Statements and Auditor’s Report thereon

6. The Company''s Board of Directors'' are responsible for the other information. The other information comprises the information included in the Annual Report, but does not include the Standalone Financial Statements and our auditor''s report thereon. The Annual Report is expected to be made available to us after the date of this auditor''s report.

Our opinion on the Standalone Financial Statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the Standalone Financial Statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the Standalone Financial Statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

7. The accompanying Standalone Financial Statements have been approved by the Company''s Board of Directors''. The Company''s Board of Directors'' are responsible for the matters stated in section 134(5) of 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 including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS specified under section 133 of the Act and other accounting principles generally accepted in

India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

8. In preparing the financial statements, the Board of Directors'' are responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors'' either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

9. Those Board of Directors'' are also responsible for overseeing the Company''s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

10. Our objectives are to obtain reasonable assurance about whether the 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 Standards on Auditing 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 financial statements.

11. As part of an audit in accordance with Standards on Auditing, specified under section 143(10) of the Act we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the 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 made by management;

• Conclude on the appropriateness of Board of Directors'' 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 financial statements represent the underlying transactions and events in a manner that achieves fair presentation;

12. 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.

13. 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.

14. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the 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

15. As required by section 197(16) of the Act based on our audit, we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act.

16. As required by the Companies (Auditor''s Report) Order, 2020 (''the Order'') issued by the Central Government of India in terms of section 143(11) of the Act we give in the Annexure A a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

17. Further to our comments in Annexure A, as required by section 143(3) of the Act based on our audit, we report, to the extent applicable, 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 of the accompanying Standalone Financial Statements;

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 Financial Statements dealt with by this report are in agreement with the books of account;

d) In our opinion, the aforesaid Standalone Financial Statements comply with Ind AS specified under section 133 of the Act;

e) On the basis of the written representations received from the directors and 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 with reference to financial statements of the Company as on March 31, 2023 and the operating effectiveness of such controls, refer to our separate Report in Annexure B wherein we have expressed an unmodified opinion; and

g) With respect to the other matters to be included in the Auditor''s Report in accordance with rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i. The Company, as detailed in note 35 to the Standalone Financial Statements, has disclosed the impact of pending litigations on its financial position as at March 31, 2023;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at March 31, 2023;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended March 31,2023;

iv. a. The management has represented that, to the

best of its knowledge and belief, as disclosed in note 52(e) to the Standalone Financial Statements, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any persons or entities, including foreign entities (''the intermediaries''), 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 (''the Ultimate Beneficiaries'') or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries;

b. The management has represented that, to the best of its knowledge and belief, as

disclosed in note 52(f) to the Standalone Financial Statements, no funds have been received by the Company from any persons or entities, including foreign entities (''the Funding Parties''), 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 Party (''Ultimate Beneficiaries'') or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

c. Based on such audit procedures performed as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the management representations under sub-clauses (a) and (b) above contain any material misstatement.

v. The final dividend paid by the Company during the year ended March 31, 2023 in respect of such dividend declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment of dividend. As stated in note 53 to the accompanying Standalone Financial Statements, the Board of Directors'' of the Company have proposed final dividend for the year ended March 31, 2023 which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 requires all companies which use accounting software for maintaining their books of account, to use such an accounting software which has a feature of audit trail, with effect from the financial year beginning on April 1, 2023 and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 (as amended) is Not Applicable for the current financial year.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm''s Registration No.: 001076N/N500013

Tarun Gupta

Partner

Membership No.: 507892 UDIN: 23507892BGXQWB4767

Place: New Delhi Date: May 29, 2023


Mar 31, 2018

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of Sahyog Multibase Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2018, and 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 and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit. In conducting our audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder and the Order issued under section 143(11) of the Act.

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.

We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2018, and its loss, total comprehensive income, the changes in equity and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure A, a statement on the matters specified in the paragraph 3 and 4 of the Order.

2. As required by Section 143(3) of the Act, based on our audit we report that:

a) we have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) in our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) the Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the books of account.

d) in our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act, read with relevant rules issues thereunder.

e) on the basis of the written representations received from the directors of the Company as on March 31, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 164(2) of the Act.

f) with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B ”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls over financial reporting.

g) with respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company is subject to legal proceedings and claims, which have arisen in the ordinary course of business. The Management does not reasonably expect that these legal actions, when ultimately concluded and determined, will have a material and adverse effect on the Company’s results of operations or financial condition.

ii. There are no material foreseeable losses on long term contracts including derivative contracts therefore, no such provision is required to be made.

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

Annexure - A to the Independent Auditors’ Report

The Annexure referred to in our Independent Auditors’ Report to the members of the Company on the standalone Ind AS financial statements for the year ended 31st March 2018, we report that:

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

(b) The Company has a regular program of physical verification of its fixed assets by which fixed assets are verified in a phased manner. In accordance with this program, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(c) According to the information and explanation given to us and on the basis of our examination of the records of the company, the title deeds of the immovable properties are held in the name of the company.

(ii) (a) The management of the Company has conducted the physical verification of inventory at reasonable intervals during the year.

(b) The procedure of physical verification of inventory followed by the management is reasonable and adequate in relation to the size of the Company and nature of its business.

(c) The Company has maintained proper records of inventory and no material discrepancies were noticed on physical verification.

(iii) The Company has not granted any loans to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act, 2013 (‘the Act’).

(iv) The company has not granted any loans under provisions of section 185 and has complied with provisions of section 186 of the Companies Act, 2013 in respect of loans, investments, guarantees, and security.

(v) The Company has not accepted any deposits from the public under provisions of sections 73 to 76 or any other relevant provisions of the Companies Act’ 2013.

(vi) The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the company is irregular in depositing undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess, GST and other material statutory dues with the appropriate authorities.

(b) According to the information and explanations given to us, below given dues of income tax, sales tax, service tax, excise duty, value added tax and Cess have not been deposited with the appropriate authorities on account of disputes:

S. No.

Period of Demand

Amount Involved

Particulars of demand

Appeal pending before

1

A.Y. 2012-13

Rs.14,90,130/-

Income Tax Appeal.

CIT (A) Kolkatta

(viii) ) In our opinion and according to the information and the explanations given to us the company has not defaulted in repayment of loans or borrowing to a financial institution, bank, Government or dues to debenture holders.

(ix) In our opinion and according to the information and the explanations given to us the company has not raised any moneys by way of initial public offer or further public offer (including debt instruments) and term loans were applied for the purposes for which those are raised.

(x) In our opinion no material fraud by the company or on the Company by its officers or employees has been noticed or reported during the year under review.

(xi) In our opinion and according to the information and the explanations given to us and based on examination of 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 Companies Act.

(xii) In our opinion and according to information given to us the company is not a nidhi Company. Accordingly paragraph 3(xii) of the order is not applicable.

(xiii) In our opinion and according to the information and the explanations given to us and based on our examination of the records of the company, all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where ever applicable and the details of such transactions have been disclosed in the notes to the standalone Ind AS 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 the explanations given to us the company has not entered into any noncash transactions with directors or persons connected with him under the provisions of section 192 of Companies Act, 2013

(xvi) According to the information and the explanations given to us the company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934

Annexure - B To the Independent Auditor’s Report of even date on the Standalone Ind AS financial statements of Sahyog Multibase Limited 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 Sahyog Multibase Limited (‘the company^ as of March 31, 2018 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on “the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India(‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance 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 was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Akhil Mittal & Co.

FRN: 026177N

Chartered Accountants

(CA Akhil Mittal)

Partner M. No. 517856

Date : 30th May, 2018

Place : New Delhi


Mar 31, 2015

We have audited the accompanying financial statements of M/s SAHYOG CREDITS LIMITED (the Company), which comprise the Balance Sheet as at March 31, 2015, Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Management is responsible for the matters in sec 134 (5) of the companies Act, 2013 with respect to preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error

Auditors' Responsibility

Our responsibility is to express an opinion on these 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 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 Company's Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015;

(b) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

(c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 (the order), issued by the Central Government of India in terms of sub-section (11) of section 143 of the companies Act, 2013, we give in the Annexure, a statement on the matters specified in paragraph 3 of the Order.

2. As required by section 143(3) of the Act, we report that;

a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

c. The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report are in agreement with the books of account.

d. In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e. On the basis of written representations received from the directors as on March 31, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being appointed as a director in terms of sub-section (2) of section 164 of the Companies Act, 2013.

Annexure to the Auditors' Report

The Annexure referred to in our report to the members of M/s Sahyog Credits Limited for the year Ended on 2015. We report that:

Particulars Auditors

Remark

(i) (a) whether the company is maintaining proper YES records showing full particulars, including quantitative details and situation of fixed assets;

(b) whether these fixed assets have been YES

physically verified by the management at reasonable intervals; whether any material discrepancies were noticed on such verification and if so, whether the same have been properly dealt with in the books of account;

(ii) (a) whether physical verification of inventory has " Company Does been conducted at reasonable intervals by the not have management; inventory.

(b) Are the procedures of physical verification of NA inventory followed by the management reasonable and adequate in relation to the size of the company and the nature of its business. If not, the inadequacies in such procedures should be reported;

(c) whether the company is maintaining proper NA records of inventory and whether any material discrepancies were noticed on physical verification and if so, whether the same have been properly dealt with in the books of account;

(iii) (iii) Whether the company has granted any loans, No secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act. If so,

(a) whether receipt of the principal amount NA and interest arc also regular; and

if overdue amount is more than rupees NA one lakh whether reasonable steps have been taken by the company for recovery of the principal and interest control system Yes

commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services Whether there is a continuing I failure to correct major weaknesses internal control System.

(v) In case the company has accepted deposits, wo whether the directives issued by the Reserve Bank of India and the provisions of sections 73 to 7b or any other relevant provisions of the Companies I Act and the rules framed there under, where I applicable, have been complied with? 11 not the I nature of contraventions should be stated; If an order has-been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal, whether the same has been complied with or not?

(vi) Where maintenance of cost records has been NA specified by the Central Government under sub- section (1) of section 148 of the Companies Act whether such accounts and records have been made and maintained

(a) is the company regular in depositing undisputed statutory dues including provident ' fund, employees' state insurance, income-tax sales-tax wealth tax, service tax, duty of customs, duty of excise, value added tax, Cess and any other statutory dues with the appropriate i authorities and if not, the extent of the arrears of outstanding statutory dues as at the last day of I the financial year concerned for a period of more than six months from the date they became payable shall be indicated by the auditors.

(b) in case dues income tax or sales tax or No wealth tax or service tax or duty of customs or duty of excise or value added tax or cess have not been deposited on account of any dispute, then the amounts involved and the forum where dispute is pending shall be mentioned. (A mere representation to the concerned Department shall not constitute a dispute).

(c) whether the amount required to be NO transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under has been transferred to such fund within time.

(viii) whether in case of a company which has been NA registered for a period not less than five years, its accumulated losses at the end of the financial year are not less than fifty per cent of its net worth and whether it has incurred cash losses in such financial year and in the immediately preceding financial year:

(ix) Whether the company has defaulted in repayment No of dues to a financial institution or bank or debenture holders? If yes, the period and amount of default to be reported;

(x) whether the company has given any guarantee for No loans taken by others from bank or financial institutions, the terms and conditions whereof are prejudicial to the interest of the company;

(xi) whether term loans were applied for the purpose No for which the loans were obtained;

(xii) whether any fraud on or by the company has been No noticed or reported during the year; If yes, the nature and the amount involved is to be indicated

For ARSK & ASSOCIATES.

Chartered Accountants

Firm's Reg. No. :315082E

Place- New Delhi CA. AKHIL MITTAL

Date- 18-05-2015 Partner

Membership No.517856


Mar 31, 2014

We have audited the accompanying financial statements of SAHYOG CREDITS LIMITED (the Company) which comprise the Balance Sheet as at March 31, 2014, Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 (the Act) read with the General Circular 15/2013 dated 13 September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments the auditor considers internal control relevant to the Company s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, 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 polices used and the reasonableness of the accounting estimates made by management as. well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

(b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. . As required by the Companies (Auditor's Report) Order, 2003 (the order), issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

c. The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this report are in agreement with the books of account.

d. In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013

e. On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE AUDITORS' REPORT

The annexure referred to in paragraph 1 of our report of even date to the members of SAHYOG CREDITS LIMITED on the financial statements of the company for the year ended March 31, 2014.

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

1 The company did not have any fixed asset at any time during the year and hence clauses of paragraph 4(i) (a) to 4(i) (c) of the Companies (Auditor's Report) Order, 2003 are not applicable for the Company.

2. Since the Company does not have any inventories, clause 4(ii)(a) to 4(ii){c) of the Companies (Auditor's Report) Order, 2003 are not applicable.

3 According to the information and explanation given to us & in our opinion the company has not granted ' any loans secured or unsecured to the companies, firms or other parties covered in the register maintained under section 301 of the Companies' Act, 1956. Accordingly clauses 4(m)(b) to 4(m)(d) of the Companies (Auditor's Report) Order, 2003 are not applicable.

b) in our opinion and according to the information and explanation given to us, the company has not taken unsecured loan from parties covered in the register maintained under section 301 of the Companies' Act, 1956.However,Company has accepted advances of Rs 3,42,18,500/- with Year End balance of Rs 2,87,97,790 /-.

c) In our opinion , the rate of interest and other terms and conditions on which loans have been taken from companies listed in the register maintained under section 301 of the Companies Act, 1956 are not, prima facie, prejudicial to the interest of the company.

d) According to the information and explanation given to us, there is no overdue loan to be recovered by company.

4 In our opinion and according to the information and explanation given to us, there is an adequate internal control system commensurate with the size of Company and the nature of its business. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in internal control system.

5 a) In our opinion and according to the information and explanations given to contracts or arrangements that need to be entered into the register in pursuance Section 301 of Act, have been so entered in the register maintained as per requirement of that Section.

b) In our opinion and according to the information and explanations given to us, each of these transactions have been made in pursuance of such contracts or arrangements at prices wh.ch are reasonable having regard to the prevailing market prices at the relevant time.

6 The company has not accepted any deposits from the public within the meaning of Section 58A and 58AA or any other relevant provisions of the Act and the rules framed there under.

7. In our opinion, the Company's present internal audit system is commensurate with its size and nature of its business.

8. The provisions of the Companies Act for maintenance of cost records under Section 209(1) (d) are not applicable to the company.

9 a) According to the information and explanations given to us and the books and records going us the company is regular in depositing with the appropriate authorities the undisputed statutory dues relating to provident fund, employees state insurance, investor education and protection fund income tax wealth tax, service tax, customs duty, excise duty, cess and other material statutory dues as applicable to it.

b) According to the information and explanations given to us and the books and records examined by us there are no undisputed amount payable, in respect of income tax. sales tax, wealth tax, service tax, custom duty, excise duty, cess outstanding as at 31st March, 2014 for a period exceeding six months from the date they become payable.

c) According to the information and explanations given to us, there are no dues of income tax, sales tax, wealth tax, service tax, custom duty and excise duty which have not been deposited on account of any dispute.

10 In our opinion the accumulated losses of the Company are not more than fifty percent of its net worth. ' Further, the Company has not incurred cash losses in the financial year covered by our audit as well as in the immediately preceding financial year.

11 The Company has not taken any loan from financial institution, bank or debenture holders. Accordingly ' provisions of clause 4{xi) of the Companies (Auditor's Report) Order, 2003 are not applicable to the Company.

12. The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. The provisions of special nature applicable to chit fund/nidhi/mutual benefit fund/societies are not applicable to the Company.

14 in our opinion, the Company is a dealer or trader in shares, securities debentures and other investments The Company has maintained proper records of transaction and contracts in respect of trading in securities, debenture and other investment and timely entries have been made therein.

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

16 In our opinion and according to the information and explanation given to us the Company has not taken any term loan during the year and hence the provision of the clause 4 (xvi) is not applicable to the company.

17 On the basis of an overall examination of the balance sheet of the company, in our opinion ' according to the information and explanations given to us, there are no funds raised on a short-term basis, which have been used for long-term investments.

18. The Company has not made any preferential allotment of shares during the year.

19. The Company has not issued any Debenture.

20. The Company has not raised any money by way of public issue during the year.

21 According to the information and explanations given by the management to us, we report that no fraud on or by the company has been noticed or reported during the course of our audit.

For AKH1L MITTAL & CO.

Chartered Accountants

Firms, Registration no . 026177N



CA. AKHIL MITTAL

Proprietor

Membership No. 517856

Place:NEW DELHI

Date: 30/08/2014


Mar 31, 2012

We have audited The attached Balance Sheet of Sahyog Credits limited as at 31st March 2012 and the Statement of Profit & Loss annexed therein 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 Accounting Standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis. evidence supporting the amounts and disclosures in the financial statements. An audit also Includes accessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We have that our audit provides a reasonable basis for our opinion,

1. As required by the Companies (Auditors Report) Order, 2003 notified by the Central Government of India, in the Department of Company Affairs (vice Notification No. G.S.R. 480(E) dated 12.06.2003) in terms of sub-section (4A) of Action 227 of the Companies Act, 1956 (1 of 1956), we enclose in the Annexure a statement on the maters specified in paragraph 4 and 5 of the said order.

2. Further to our comments at the Annexure referred to in paragraph (1) share, we report that: -

1. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the pianos of cur audit:

2. In our opinion, proper books of account as required by law have been kept by the company, on fat as appear from, our examination of those books:

A The Balance Sheet and Statement of Profit &. doss dealt with by this report are in agreement with the books of accounts:,

4. In our opinion the said Balance Sheet and Statement of Profit & Loss comply with the Accounting Standards referred to in sub section (3C) of section 211 of the Companies Act, 1956 in so far as they apply to the Company;

5. On the basis of written presentations received from the Directors as on 3rd March 2012. we report that none of the directors are disqualified as on 30th March 2012 from being appointed as a director In terms of clause (g) of Sub Section (1) of Section 274 of the Companies Act, 1956.

6. In our opinion and to the best of our information regarding to the explanations given to us, the accounts give the information required by the companies Act, 1956, in the manner so required and subject to noted appended thereto, give a internal fair view.

Annexure to the Auditors Report on the Accounts of Sahyog Credits Limited.

(Referred to in Paragraph 1 of our report of even date on the accounts for the year ended 31s March, 2012.)

1. (a) The company has maintained proper records of fixed Assets showing full particulars including quantitative details and situation thereof

(b) The Company has regular programmes of physical verification of its fixed assets which in our opinion is reasonable having regard to the size of the Company and nature of its fixed assets. In accordance with this programme, the management during the year physically verified certain assets and no discrepancies were noticed on such verification.

(c) During the year, all the fixed assets have been disposed off by the Company. However they do not affect the going concern assumption.

2. (a) As per information and explanation given to us, the management during the year at reasonable intervals- has physically verified the stock of Securities & Shares.

(b) The procedure of physical verification of stock of shares followed by the management is reasonable and adequate in relation to the size of the Company and nature of its business.

(c) The Company is maintaining proper records of stock of shares and as explained to us, no discrepancy has been noticed on physical verification of shares as compared to book record.

3. (a) The Company has not granted any loans, secured and unsecured to /from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(b) Since the Company has not granted any loans, secured and unsecured to/from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 accordingly the provision requiring that, whether the rate of interest and other terms and conditions of loan given by the Company, secured and unsecured are prima facie prejudicial to the interest of the Company, is not applicable to the Company.

(c) The Company has not granted any loans, secured and unsecured to/from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 accordingly the provision requiring that, whether the payment of principal amount and interest are also regular, is not applicable to the Company.

(d) Since the Company has not granted any loans, secured and unsecured to/from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956 accordingly the provision requiring that, if the overdue amount is more than Rs. 1 lach, whether reasonable steps have been taken by the Company for recovery of the principal and interest, is not applicable to the Company.

(e) The Company has' not taken any loans, secured and unsecured to /from Companies, firms or other parties covered in the register maintained under section 301 of the Companies Act, 1956.

(f) Since the Company has not taken any loans, sectioned unsecured to/from Companies, firms or other parties covered in the register main sub section 301 of the Companies Act, 1956 accordingly the provision requiring to Whether to the of interest and other terms and

12. The Provisions requiring that, whether adequate documents and records are maintained, in cases where the Company has granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities, are not applicable to the Company.

13. The Provisions requiring that, whether the provisions of any special statute applicable to chit fund have been duly complied with, are not applicable to the Company.

14. The Company is dealing in shares and securities. The Company has maintained proper records of the transactions and contracts and also has made timely entries of the transactions. We also report that the Shares, Securities, Debenture and other Securities have been held by the Company in its own name.

15. The Company has not given any guarantee for loans taken by others from Banks or financial institutions, hence the provisions requiring whether the terms and conditions whereof are prejudicial to the interest of the Company, are not applicable to the Company.

16. The provisions requiring that, whether term loans were applied for the purpose for which the loans were obtained, are not applicable to the Company.

17. The Provisions requiring that, whether the funds on short-term basis have been used for long term investment and vice-versa, are not applicable to the Company.

18. The Company has not made any preferential allotment of shares to Companies, firm or other parties covered in the Register maintained under section 301 of the Act. Accordingly, the provisions requiring that, the price at which shares have been issued is prejudicial to the interest of the Company are not applicable to the Company.

19. The provisions requiring that, securities have been created in respect of debentures issued, are not applicable to the Company.

20. The provisions requiring that, whether the management has disclosed the end use of money raised by public issues and the same has been verified, are not applicable to the Company.

21. Based upon the audit procedures performed and information and explanations given by the management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

FOR R.K. RATHI & CO.

CHARTERED ACCOUNTANTS

Firm Reg. No. 10695N

R.K. RATHI

Place: New Delhi PROPRIETOR

Date : 31st August, 2012 (M.No. 86189)

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