To the Members of Choice International Limited
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of ChoiceInternational Limited (the "Company") which comprise the Balance Sheet as atMarch 312016 and the Statement of Profit and Loss and Cash Flow Statement for the yearthen ended and a summary of significant accounting policies and other explanatoryinformation.
Managements Responsibility for the Standalone Financial Statements
The Company's Board of Directors is responsible for matters stated in Section 134(5) ofthe Companies Act 2013(the "Act") with respect to the preparation of thesefinancial statements that give a true and fair view of the financial position financialperformance and cash flows of the Company in accordance with the accounting principlesgenerally accepted in India including the Accounting Standards specified under Section133 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 of 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 these standalone financial statementsbased on our audit.
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 theprovision 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 and other applicable authoritative pronouncements issued by theInstitute of Chartered Accountants of India. Those Standards & pronouncements requirethat we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the financial statements are free from materialmisstatement. An audit involves performing procedures to obtain audit evidence about theamounts and 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 theauditors consider internal control relevant to the Company's preparation of the financialstatements that give a true and fair view in order to design audit procedures that areappropriate in the circumstances but not for the purpose for expressing opinion onwhether the Company has in place an adequate internal financial control system overfinancial reporting and the operating effectiveness of such controls. An audit alsoincludes evaluating the appropriateness of accounting policies used and the reasonablenessof the accounting estimates made by the Company's Directors as well as evaluating theoverall presentation of 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 standalone financial statement.
In our opinion and to the best of our information and according to the explanationsgiven to us the accompanying standalone financial statements give the informationrequired by the Act in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India:
a) in case of the Balance Sheet of the state of affairs of the Company as at March 312016;
b) in case of the Statement of Profit and Loss of the profit for the year ended onthat date; and
c) in case of the Cash Flow Statement of the cash flows for the year ended on thatdate
Report on Other Legal and Regulatory Requirements
1. As required by 'the Companies (Auditor's Report) Order 2016' (as amended) issuedby the Central Government of India in terms of sub section (11) of section 143 of the Act(hereinafter referred to as the "Order") and on the basis of such checks of thebooks and records of the Company as we considered appropriate and according to theinformation and explanations given to us we enclose in the Annexure -1 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 it 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 aforesaid standalone financial statement comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014 and;
e) On the basis of written representations received from the directors as on March 312016 and taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2016 from being appointed as a director in terms of section 164 (2) ofthe Act.
f) We have also audited internal financial control over the financial reporting of thecompany as on 31st March 2016 in conjunction with our audit of standalone financialstatements of the company for the year ended on that date and our report with respect tothe adequacy of the internal financial control over financial reporting of the company andthe effectiveness of such control is referred in the Annexure 2".
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 knowledge and belief and according to the information andexplanation given to us:
1. The Company does not have any pending litigations as at 31st March 2016 whichwould impacts its financial position.
2. The Company did not have any long term contracts but have derivative contractsaccordingly losses if any has already been provided as at 31 st March 2016.
3. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company during the year ended 31 st March 2016.
For Gupta Shyam & Co.
Chartered Accountants FRN: 103450W
Mumbai; 30th May 2016
Annexure 1 referred to in paragraph 1 under the heading "Report on other legal andregulatory requirements" of our report of even date
In terms of the information and explanation sought by us and given by the company andthe books and records examined by us in the normal course of audit and to the best of ourknowledge and belief we state that:-
i. a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.
b) As explained to us all the assets have not been physically verified by themanagement during the year but there is regular programme of verification which in ouropinion is reasonable having regard to size of the company and the nature of its assets.No material discrepancies were noticed on such verification.
c) The title deeds of immoveable properties are held in the name of the company.
ii. As explained to us the inventory of shares & securities held in dematerializedformat has been verified from the relevant statement received from the depository andthose held in the physical format has been physically verified by the management duringthe year. In our opinion the frequency of verification is reasonable and no materialdiscrepancy is noticed on such verification.
iii. According to the information and explanation given to us the company has grantedunsecured loans to some parties covered in the register maintained under Section 189 ofthe companies Act 2013.
a) In our opinion the terms and conditions of the grant of such loans are not primafacie prejudicial to the company's interest.
b) No schedule of repayment of principal and payment of interest has been stipulated.
c) No schedule of repayment of principal and payment of interest has been stipulatedand therefore the question of overdue amount does not arise.
iv. In our opinion in respect of loans investment guarantees and security if anygiven the provision of section 185 and 186 of the Companies Act 2013 have been compliedwith to the extent applicable to the company.
v. In our opinion and according to the information and explanation given to us theCompany has not accepted any deposit in contravention of Directives issued by Reserve Bankof India and the provisions of Section 73 to 76 of the Act and the rules framed thereunder
vi. The company being a NBFC the rules and the guidelines to maintain the cost recordas prescribed by the Central Government of India under clause (1) of Section 148 of thecompanies Act 2013 are not applicable to the company.
vii. a) According to the record of the company the company is generally regular indepositing with appropriate authorities undisputed statutory dues including providentfund investor education protection fund employees state insurance income tax salestax wealth tax service tax excise duty custom duty cess and other material statutorydues applicable to it. further no undisputed amounts payable in respect of income taxwealth tax service tax sales tax custom duty excise duty and cess were in arrears asat 31st March 2016 for a period of more than six month form 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 income-tax sales-tax wealth-taxservice-tax customs duty and excise duty which have not been deposited on account of anydispute.
viii. Based on our Audit procedures and according to the information and explanationsgiven to us we are of the opinion the company has not generally defaulted in repaymentof dues to financial institution bank Government or dues to debenture holders.
ix. The company has not raised money by way of initial public offer or further publicoffer. However the moneys were raised by way of term loans which were applied for thepurpose for which those were raised.
x. Based upon the audit procedures performed and according to the information andexplanation given to us no fraud by the company or any fraud on the company by itsofficers or employees has been noticed or reported during the course of our audit thatcauses the financial statements to be materially misstated.
xi. The Managerial remuneration has been paid or provided in accordance with therequisite approvals mandated by the provisions of section 197 read with Schedule V of theCompanies Act
xii. The company is not a Nidhi Company hence this clause is not applicable.
xiii. The company has not made any preferential allotment or private placement ofshares however non convertible Redeemable fully paid up secured Debentures are issued onprivate placement basis during the year under review.
xiv. Based upon the audit procedures performed and according to the information andexplanations given to us All transactions with related parties are in compliance withsections 177 and 188 of Companies Act 2013 where applicable and the details have beendisclosed in the Financial statements etc. as required by the applicable accountingstandards.
xv. The company has not entered into any non-cash transactions with directors orpersons Connected with him.
xvi. The company is already registered under section 45-IA of Reserve Bank of IndiaAct1934.
For Gupta Shyam & Co.
Chartered Accountants FRN: 103450W
Mumbai; 30th May 2016
Annexure - 2 to the Auditors Report Report on the Internal Financial Controlsunder Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 ("theAct")
We have audited the internal financial controls over financial reporting of ChoiceInternational Limited ("the Company") as of 31 March 2016 in conjunction withour audit of the standalone financial statements of the Company for the year ended on thatdate.
Managements 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 Reportingissued by the Institute of Chartered Accountants of India ('ICAI'). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired 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 accordancewith the Guidance Note on Audit of Internal Financial Controls over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects. Our auditinvolves performing procedures to obtain audit evidence about the adequacy of the internalfinancial controls system over financial reporting and their operating effectiveness. Ouraudit 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 judgment including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error. We believe thatthe audit evidence we have obtained is sufficient and appropriate to provide a basis forour audit opinion on the Company's internal financial controls system over financialreporting.
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 financial reporting includes those policiesand procedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of thecompany; (2) provide reasonable assurance that transactions are recorded as necessary topermit preparation of financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the company are being madeonly in accordance with authorizations of management and directors of the company; and (3)provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition use or disposition of the company's assets that could have a material effecton 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 31 March 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 Gupta Shyam & Co.
Chartered Accountants FRN: 103450W
Mumbai; 30th May 2016