To the members of Action Financial Services (India) Ltd.
Report on the Financial Statements for the year ended 31st March 2016
We have audited the standalone financial statements of Action Financial Services(India) Ltd. ("the Company") which comprise the balance sheet as at 31stMarch 2016 the Statement of Profit and Loss and the Cash Flow Statement for the yearended and a summary of significant accounting policies and other explanatory information.
Management's Responsibility for the Financial Statements
The Company's Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthe financial statements that give a true and fair view of the financial positionfinancial performance and cash flows of the Company in accordance with the accountingprinciples generally accepted in India including the Accounting Standards specified underSection 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.
Our responsibility is to express an opinion on the financial statements based on ouraudit.
We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made there under.
We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers internal financial control relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating theappropriateness of the accounting policies used and the reasonableness of the accountingestimates made by the Company's Directors as well as evaluating the overall presentationof the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the financial statements.
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by the Actin the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as at 31stMarch 2016 and its loss 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")as issued by Central Government of India in terms of sub section (11) of section 143 ofCompanies Act 2013 (18 of 2013) we give in the Annexure A a statement on thematters specified in paragraphs 3 and 4 of the Order.
2. As required by Section 143(3) of the Act we report that:
a. we have sought and obtained all the information and explanations which to the bestof 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 theCompany so far as appears from our examination of those books;
c. the Balance Sheet Statement of Profit and Loss and Cash Flow Statement dealt withby this Report are in agreement with the books of account;
d. in our opinion the Balance Sheet Statement of Profit and Loss and Cash FlowStatement comply with the Accounting Standards referred to in Section 133 of the Act readwith Rule 7 of the Companies (Accounts) Rules 2014 ; and
e. On the basis of written representations received from the directors as on 31stMarch 2016 and taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2016 from being appointed as a director in termsof sub section (2) of section 164 of the Companies Act 2013.
f. With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in "Annexure B".
g. With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financialposition in its financial statements - Refer Note No. 24 to the financial statements;
ii. As represented by the company there are no long-term contracts includingderivative contracts having material foreseeable losses; and
iii. As represented by the company there is no amount required to be transferred toInvestor Education and Protection Fund by the Company.
For FORD RHODES PARKS & CO.LLP
ICAI FRN No. 102860W/W100089
Place: Mumbai Date: 30th May 2016
Annexure A to the Auditor's Report
[Referred to in paragraph pertaining to "Report on Other Legal and Regulatory Requirement"of our Report of even date to the members of Action Financial Services (India) Ltd.on the standalone financial statements for the year ended
31st March 2016]
1. a) The company is maintaining proper records showing full particulars includingquantitative details and situation of fixed assets.
b) Fixed assets have been physically verified by the management during the year and nomaterial discrepancies between the book records and the physical inventory have beennoticed. In our opinion the frequency of verification is reasonable.
c) The Company holds title deed of its immovable property namely Office Premises in itsown name.
2. The inventory consists of equity shares and is held in dematerialized form. TheCompany compares the Balances in Depository Participant Account with Books at regularinterval. In our opinion the frequency of verification is reasonable. On the basis of ourexamination of the inventory records in our opinion the company is maintaining properrecords of inventory and there is no material discrepancies noticed.
3. During the year the company has not granted any loans secured or unsecured tocompanies firms or other parties covered in the register maintained under section 189 ofthe Companies Act 2013.
4. In our opinion and according to information and explanation given to us the companyhas complied with the provision of section 186 of the Companies Act 2013 in respect ofmaking Investments. The Company has not granted any loans guarantees and security inconnection with any loan and therefore the relevant provision of section 185 and 186 arenot applicable.
5. As represented the Company has not accepted any deposits from the public withinthe meaning of Sections 73 to 76 of Companies Act 2013 and the rules framed there underas such clause 3 (v) of the order is not applicable.
6. Reporting under clause 3(vi) of the order is not applicable as the Company'sbusiness activities/products are not covered by the Companies (Cost records and audit)Rule 2014 as prescribed under Section 148 of the Companies Act 2013.
7. a) According to the information and explanations given to us and records of theCompany examined by us in our opinion the Company is generally regular in depositingundisputed statutory dues including provident fund investor education and protectionfund employees state insurance income tax sales-tax service tax custom duty exciseduty cess and any other material statutory dues as applicable with the appropriateauthorities except for TDS on Salary of Rs. 288477/- which is outstanding for over sixmonths from the date they become payable.
b) According to the information and explanations given to us and the records of theCompany examined by us there are no dues of wealth tax service tax customs duty andcess as at 31st March 2016 which has not been deposited on account of disputeexcept the following disputed income tax demand :-
|Name of dues ||Forum where Dispute is pending ||Period to which amount relates ||Amount involved in Rs. |
|1 ||Income Tax ||ITAT Mumbai against the ||A.Y. 2008-09 ||10130835 (87 51819) |
| || ||CIT (A) order || ||Net 1379016 |
|2 ||Tax Deducted at Sources ||ITAT Mumbai against the CIT (A) order ||A.Y. 2010-11 ||129990 |
|3 ||Tax Deducted at Sources ||ITAT Mumbai against the CIT (A) order ||A.Y. 2011-12 ||143056 |
|4 ||Tax Deducted at Sources ||ITO TDS - Rectifications filed / to be filed ||Various Years ||128227 |
During FY 14-15 the survey was carried out at the premises of the company for which thecompany received notice u/s 131 of the Income Tax Act-1961. The company has furnished thedetails called for. No further action has been taken by the Department in this matter ason date.
8. In our opinion and according to information and explanation given to us the Companyhas not defaulted in repayment of its dues to bank .The company has not taken any loanfrom financial institution or Government nor issued any debentures.
9. During the year the Company has not raised money by way of any Initial Public Offeror further public offer. During the year the company has taken vehicle loan which has beenapplied for purpose for which it was raised and there have been neither delays nordefaults in repayment.
10. Based upon the audit procedures performed and information and explanations given bythe management we report that we have not come across any
instances of fraud by the Company and no material fraud on the company by its officers/employees has been noticed or reported during the year nor have we been informed of suchcase by the management.
11. In our opinion and according to information and explanation given to us has paid/provided Managerial remuneration to Whole time Directors during the year in accordancewith the requisite approvals mandated by the provisions of section 197 read with ScheduleV to the Companies Act 2013.
12. The Company is not a Chit Fund Company/or Nidhi/ Mutual benefit fund/ Society andhence reporting under clause XII of the order is not applicable.
13. In our opinion and according to information and explanation given to us alltransactions with the related parties are in compliance with sections 177 and 188 ofCompanies Act 2013 where applicable and the details have been disclosed in the FinancialStatements as required by the applicable accounting standards.
14. During the year the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures and hence reporting underthis clause is not applicable to the company.
15. In our opinion and according to information and explanation given to us during theyear the company has not entered into non-cash transactions covered by Section 192 ofCompanies Act 2013 with directors or persons connected to its directors and hence theprovision of Sec 192 are not applicable.
16. The company has obtained a Certificate of Registration (CoR) from Reserve Bank ofIndia to commence/carry on business of NBFI in terms of Section 45- IA of the RBI Act1934 however the company is not engaged in and has not commenced the business ofnon-banking financial institution (NBFI).
For FORD RHODES PARKS & CO.LLP
ICAI FRN No. 102860W/W100089
Date: 30th May 2016
[Referred to in paragraph pertaining to "Report on Other Legal and RegulatoryRequirement" of our Report of even date to the members of Action Financial Services(India) Ltd. on the standalone financial statements for the year ended 31stMarch 2016]
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")
We have audited the internal financial controls over financial reporting of ActionFinancial Services (India) Ltd.("the Company") as of March 31 2016 inconjunction with our audit of the standalone financial statements of the Company for theyear ended on that date.
Management's Responsibility for Internal Financial Controls
The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls
Over Financial Reporting (IFCOFR) issued by the Institute of CharteredAccountants of India. These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence tocompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act 2013.
Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit.
We conducted our audit in accordance with the Guidance Note on Audit of InternalFinancial Controls Over Financial Reporting (the "Guidance Note") and theStandards on Auditing issued by ICAI and deemed to be prescribed under section 143(10) ofthe Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls and both issued bythe Institute of Chartered Accountants of India. Those Standards and the Guidance Noterequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls over financialreporting was established and maintained and if such controls operated effectively in allmaterial respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness.
Our audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the riskthat a material weakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The procedures selecteddepend on the auditor's judgments including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of thecompany'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 financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.
In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2016 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.
For FORD RHODES PARKS & CO.LLP
ICAI FRN No. 102860W/W100089
Date: 30th May 2016