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CMS Finvest Ltd.

BSE: 532104 Sector: Financials
NSE: N.A. ISIN Code: INE915A01011
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CMS Finvest Ltd. (CMSFINVEST) - Auditors Report

Company auditors report

To the Members of

CMS FINVEST LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of CMS FINVEST LIMITED(‘the company’) which comprise the Balance Sheet as at March 31 2016 theProfit and Loss Statement the Cash flow Statement for the year then ended and a summaryof 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 in section 134(5)of the Companies Act 2013 ("the Act") with respect to the preparation andpresentation of these financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the Accounting Standardsspecified under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014. This responsibility also includes the maintenance of adequate accountingrecords in accordance with the provision of the Act for safeguarding of the assets of theCompany and for preventing and detecting the frauds and other irregularities; selectionand application of appropriate accounting policies; making judgments and estimates thatare reasonable and prudent; and design implementation and maintenance of adequateinternal financial control that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these 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 thereunder.

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 anddisclosures in the financial statements. The procedures selected depend on theauditor’s judgment including the assessment of the risks of material misstatement ofthe financial statements whether due to fraud or error. In making those risk assessmentsthe auditor considers internal financial control relevant to the Company’spreparation of the financial statements that give true and fair view in order to designaudit procedures that are appropriate in the circumstances. An audit also includesevaluating the appropriateness of accounting policies used and the reasonableness of theaccounting estimates made by Company’s Directors as well as evaluating the overallpresentation 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 financial statements.

Opinion

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 :

a) in the case of the Balance Sheet of the state of affairs of the Company as at March31 2016;

b) in the case of the statement of Profit and Loss Account of the loss for the yearended on that date; and

c) in the case of the Cash Flow Statement of the cash flows for the year ended on thedate.

Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditor’s Report) Order 2016 ("theOrder") issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Act we give in the Annexure ‘A’ a statement on the mattersSpecified in paragraphs 3 and 4 of the Order to the extent applicable.

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 purposes 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 the Statement of Profit and Loss and Cash Flow Statement dealtwith by this Report are in agreement with the books of account.

d) In our opinion the aforesaid financial statements comply with the AccountingStandards 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 31 March2016 taken on record by the Board of Directors none of the directors is disqualified ason 31 March 2016 from being appointed as a director in terms of Section 164(2) of theAct.

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’.

Our report expresses an unmodified opinion on the adequacy and operating effectivenessof the Company’s internal financial controls over financial reporting.

g) With respect to the other matters 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.

1. The Company does not have any pending litigations which would impact its financialposition.

2. The Company did not have any long term contracts including derivative contract forwhich there were any material foreseeable losses under the applicable law or AccountingStandards.

3. There was no amount which is required to be transferred to the Investor Educationand Protection Fund by the Company.

For JMP ASSOCIATES
Chartered Accountants
Firm Regd. No. 324235E
MANISH GADIA
Place : Kolkata Partner
Dated : 28/05/2016 M. No. 059677

"Annexure - A" to the Auditors’ Report

[Referred to in paragraph 1 under the heading ‘Report on Other Legal andRegulatory Requirements’ of our Report of even date Re : CMS Finvest Limited (theCompany)]

On the basis of such checks as we considered appropriate and according to theinformation and explanations given to us during the course of our audit we report that :-

I. In respect of Fixed Assets :-

a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

b) As explained to us the fixed assets have been physically verified by the managementin a phased manner designed to cover all the items over a period of three years which inour opinion is reasonable having regard to the size of the company and nature of itsbusiness.

Pursuant to the program a portion of the fixed asset has been physically verified bythe management during the year and no material discrepancies between the books records andthe physical fixed assets have been noticed.

c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company there is no immovable properties are held inthe name of the company.

II. In respect of Inventories :-

a) As explained to us the inventories of shares and stocks were verified at reasonableintervals by the Management. In case of inventories lying with third parties certificatesof stocks holding have been received.

b) In our opinion and according to the information and explanation given to us theprocedures of verification of inventories followed by the Management were reasonable andadequate in relation to the size of the Company and the nature of its business.

c) In our opinion and according to the information and explanations given to us theCompany has maintained proper records of its inventories and no material discrepancieswere noticed on verification of stocks as compared to book records.

III. According to the information and explanations given to us the Company has grantedunsecured loans to companies firms and other parties covered in the Register maintainedunder Section 189 of the Companies Act 2013.

a) The terms and conditions of the grant of such loans are not prejudicial to thecompany’s interest.

b) In the case of the loans granted to the bodies corporate listed in the registermaintained under section 189 of the Act company has not charged interest on the loansgranted.

c) There is no amount overdue more than ninety days and no reasonable steps required tobe taken by the company for recovery of the principal and interest.

IV. In our opinion and according to the information and explanation given to us inrespect of loans investments guarantees and security provisions of section 185 and 186of the Companies Act 2013 have been complied with.

V. In our Opinion and according to information and explanations given to us thecompany has not accepted any deposits from the public within the purview of the directivesissued by the Reserve Bank of India and the Provisions of Section 73 to 76 or any otherrelevant provisions of the Companies Act and the Companies (Acceptance of Deposit) Rules2015.

VI. As informed to us the maintenance of Cost Records specified by the CentralGovernment under subsection (1) of Section 148 of the Act the clause not applicable inrespect of the activities carried on by the Company.

VII. In respect of Statutory Dues :-

a) According to the information and explanations given to us and on the basis of ourexamination of the books of account and records the Company has been generally regular indepositing undisputed statutory dues including provident Fund Employees’ StateInsurance Income Tax Wealth Tax Sales Tax duty of custom duty of excise value addedtax cess and any other statutory dues as applicable to the company with appropriateauthorities.

b) According to the information and explanations given to us no undisputed amountspayable in respect of the aforesaid dues were outstanding as at 31st March 2016 for aperiod of more than six months from the date of becoming payable.

VIII) In our opinion and according to the information and explanations given to us theCompany has not defaulted in the repayment of dues to financial institutions or banks. TheCompany has not taken any loan from government and has not issued any debentures.

IX) In our opinion and according to the information and the explanation given to usthe company has not raised moneys by way of initial public offer or further public offerincluding debt instruments and term loans. Hence no comment upon the provisions of clause3 (ix) of the Order.

X) Based on the audit procedures performed and the information and explanation given bythe management we report that no fraud by the Company or on the company by its officersor employees has been noticed or reported during the year.

XI) Based upon the audit procedures performed and the information and explanationsgiven by the management there is no managerial remuneration has been paid or provided inaccordance with the requisite approvals mandated by the provisions of section 197 readwith Schedule V to the Companies Act.

XII) In our opinion the Company is not a Nidhi Company. Therefore the provisions ofclause 4 (xii) of the Order are not applicable to the Company.

XIII) In our opinion all transactions with the related parties are in compliance withsection 177 and 188 of Companies Act 2013 and the details have been disclosed in theFinancial Statements as required by the applicable Accounting Standards.

XIV) Based upon the audit procedures performed and the information and explanationgiven by the management the company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the year underreview. Hence no comment upon the provisions of clause 3 (xiv) of the Order.

XV) Based upon the audit procedures performed and the information and explanation givenby the management the company has not entered into any non-cash transactions withdirectors or persons connected with him. Hence no comment upon the provisions of clause 3(xv) of the Order.

XVI) According to the information and explanations given to us the company is requiredto be registered under section 45 IA of the Reserve Bank of India Act 1934 and theCertificate of Registration has been obtained by the Company.

For JMP ASSOCIATES
Chartered Accountants
Firm Regd. No. 324235E
MANISH GADIA
Place : Kolkata Partner
Dated : 28/05/2016 M. No. 059677

ANNEXURE ‘B’ TO THE INDEPENDENT AUDITORS’ REPORT of Even date on theFinancial statement of CMS Finvest Limited

(Referred to in paragraph 2(f) under ‘Report on Other Legal and RegulatoryRequirements’ section of our report of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 (‘the Act’)

We have audited the internal financial controls over financial reporting of CMSFinvest Limited (‘the Company’) as of March 31 2016 in conjunction with ouraudit of the financial statements of the Company for the year ended and as 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 Reportingissued by the Institute of Chartered Accountants of India (the ‘Guidance Note’).These responsibilities include the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct of its business including adherence to Company’s policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Act.

Auditors’ Responsibility

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 Standards on Auditing prescribed underSection 143(10) of the Act and the Guidance Note to the extent applicable to an audit ofinternal financial controls. Those Standards and the Guidance Note require that we complywith the ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all materialrespects.

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 includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditors’ judgment including the assessment of the risks ofmaterial misstatement of the standalone financial statements whether due to fraud orerror.

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 controlssystem over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A company’s internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures 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 controlsover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 31 2016 based on the internal controlover financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note.

For JMP ASSOCIATES
Chartered Accountants
Firm Regd. No. 324235E
MANISH GADIA
Place : Kolkata Partner
Dated : 28/05/2016 M. No. 059677