TotheMembersof M/s Esaar (India) Limited
Report on the Financial Statements
Wehaveauditedtheaccompanyingfinancialstatementsof Esaar (India) Limited ("theCompany")which comprise the balance sheet as at 31 March 2016 the statement ofprofit and loss and the cash flowstatementfortheyearthenendedandasummaryofsignificantaccountingpoliciesandotherexplanatory information.
Managements Responsibility for the Financial Statements
The Companys Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparationand presentation of these financialstatementsthatgiveatrueandfairviewofthefinancialpositionfinancialperformanceandcashflowsof the Company in accordance with the accounting principles generally accepted inIndia including the Accounting Standards specified under Section 133 of the Act readwith Rule 7 of the Companies(Accounts)Rules2014.Thisresponsibilityalsoincludesmaintenanceofadequateaccountingrecordsin accordance with the provisions of the Act for safeguarding the assetsof the Company and for preventing and detecting frauds and other irregularities; selectionand application of appropriate accounting policies; making judgments and estimates thatare reasonable and prudent; and designimplementationandmaintenanceofadequateinternalfinancialcontrolsthatwereoperatingeffectively for ensuring the accuracy and completeness of the accounting records relevantto the preparation and presentation of the financial statements that give a true and fairview and are free frommaterial misstatementwhetherduetofraudorerror.
Our responsibility is to express an opinion on these financial statements based on ouraudit. We havetakenintoaccounttheprovisionsoftheActtheaccountingandauditingstandardsandmatters whicharerequiredtobeincludedintheauditreportundertheprovisionsoftheActandtheRulesmade thereunder.
Weconductedour auditin accordancewiththeStandardsonAuditing specifiedunderSection143(10) oftheAct.ThoseStandardsrequirethatwecomplywithethicalrequirementsandplanandperformthe audit to obtain reasonable assurance about whether the financial statements arefree from material misstatement.
Anauditinvolvesperformingprocedurestoobtainauditevidenceabouttheamountsandthedisclosures in the financial statements. The procedures selected depend on theauditors judgment includingthe assessmentofthe risks ofmaterialmisstatementof thefinancialstatementswhetherdue to fraud or error. In making those risk assessments theauditor considers internal financial control relevant totheCompanyspreparationofthefinancialstatementsthatgiveatrueandfairviewinordertodesign audit procedures that are appropriate in the circumstances but not for thepurpose of expressing an opinion on whether the Company has in place an adequate internalfinancial controls system overfinancialreportingandtheoperatingeffectivenessofsuchcontrols.Anauditalsoincludesevaluatingthe appropriateness of the accounting policies used and thereasonableness of the accounting estimates made by the Companys Directors as wellas evaluating the overall presentation of the financial statements.
Webelievethattheauditevidence we have obtained is sufficient andappropriate to providea basis for ourauditopiniononthefinancial statements.
Basisfor Qualified Opinion
The Company is registered as Non Banking Financial Companies (NBFC) having Certificateof Registration under Section 45 IA of RBI Act 1934. The Company has not complied withfew NBFC prudential norms as prescribed by Reserve Bankof India from time to time asmentioned in Note no 27.
Inouropinionandtothebestofourinformationandaccordingtotheexplanationsgiventous exceptfor the effects of the matter described in the Basis for Qualified Opinion paragraph theaforesaid financialstatementsgivetheinformationrequiredbytheActinthemannersorequiredandgiveatrue and fair view in conformity with the accounting principles generallyaccepted in India of the state ofaffairsoftheCompanyasat31March2016anditsprofitanditscashflows fortheyearendedonthat date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors 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 theAnnexureastatementonthemattersspecifiedintheparagraph3and4oftheOrdertotheextentapplicable.
2. As required by Section143(3)of the Actwere portthat:
(a) we have sought and obtained all the information and explanations which to the bestof our knowledgeandbeliefwerenecessaryforthepurposesofouraudit.
(b) inouropinion proper books of accountasrequiredbylawhavebeenkeptby the Company sofarasitappearsfromourexaminationofthosebooks;
(c) the balance sheet the statement of profit and loss and the cash flow statementdealt with by thisReportareinagreementwiththebooksofaccount;
(d) in our opinion the aforesaid financial statements comply with the AccountingStandards specifiedunderSection133oftheActreadwithRule7oftheCompanies(Accounts)Rules2014;
(e) on the basis of the written representations received from the directors as on 31March 2016 takenonrecord by the Board of Directors none of the directors is disqualifiedas on31 March2016frombeingappointedasadirectorintermsofSection164(2)oftheAct.
(f) with respect to adequacy of internal financial control over financial reporting ofthe company and theoperating effectiveness of such controls refer to our separate reportin "Annexure B" and
(g) with respect to the other matters to be included in the Auditors Report inaccordance withRule11oftheCompanies(AuditandAuditors)Rules2014inouropinionandtothebestof ourinformationandaccordingtotheexplanationsgiventous:
i. the Company has disclosed the impact of pending litigations on its financialposition in itsfinancialstatements ReferNote no.21 tothefinancialstatements;
ii. the Company did not have any long term contracts including derivative contracts forwhich there were any material foreseeable losses.
iii. The company is not liable to transfer any amounts to the Investor Education andProtection Fund. Therefore there has been no delay in transferring amounts required tobe transferred to the Investor Education and Protection Fund by the Company.
ForPravin Chandak & Associates
Sd/ Pravin Chandak
Date: 28th May2016
Annexure A to the Independent Auditors Report- 31st March 2016
TheAnnexurereferred toinourIndependentAuditors Reporttothemembersof theCompanyonthe financialstatementsfortheyearended31March2016wereportthat:
(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.
(b) The company has a regular programme of physical verification of fixed assets. Nomaterial discrepancies were noticed during physical verification.
(c )The company does not have any immovable property hence the clause is notapplicable.
(ii) As informed to us the equity shares held as inventories in dematerialized formhave been verified by the management with supportive evidence during the year. And forother unquoted equity shares held as inventories the procedures performed by themanagement for physical verification were found to be satisfactory. No materialdiscrepancy was found.
(iii) (a) The Company has not granted loans to party covered in the register maintainedunder section 189 of the Companies Act 2013 (the Act).
(b) In the case of the loans granted to any parties in the register maintained undersection189 of the Act the borrowers have been regular in the payment of the interest asstipulated. The terms of arrangements do not stipulate any repayment schedule and theloans are repayable on demand. Accordingly paragraph 3(ii)(b) of the order is notapplicable to the Company in respect of repayment of the principal amount.-not applicable
(c) There are no overdue amounts for period of more than ninety days in respect of theloans granted to the bodies corporate listed in the register maintained undersection 189of the Act.-not applicable (to be check)
(iv) Since the company is Non Banking Financial Company the provisions of section 185and 186 of the Companies Act 2013 is not applicable.
(v) During the yearCompanyhas notacceptedanydepositsfromthepublic hence the clause isnot applicable.
(vi) The Central Government has not prescribed the maintenance of cost records undersection 148(1)oftheActfor anyoftheservicesrenderedbytheCompany.
(vii) (a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company amounts deducted/ accrued in the books ofaccountinrespectofundisputedstatutoryduesincludingprovidentfundincometaxsalestaxwealthtaxservicetaxdutyofcustomsvalueaddedtaxcessandothermaterialstatutory dueshave been regularly deposited during the year by the Company with the appropriateauthorities.AsexplainedtoustheCompanydidnothaveany duesonaccountofemployeesstateinsuranceanddutyofexcise.
(b) Accordingtotheinformationandexplanationsgiventousnoundisputedamountspayableinrespect of provident fund income tax sales tax service tax duty of customs valueadded tax were in arrears as at 31 March 2016 for a period of more than six months fromthe date they became payable. However company is subject to pay dues under ProfessionalTax but no amount was deposited till the reporting date.
However on verification of outstanding demand as per Income Tax Website some demandsare appearing outstanding which are produced in the table below.
|Name of the statute ||Nature of dues ||Amount (in Rs.) ||Period to which the amount relates ||Forum where dispute is pending |
|Income Tax Act ||Income Tax and Interest ||13664 ||Assessment Year 2008-09 ||Assessing officer of Income Tax (Appeals) |
(viii) The Company did not have any outstanding dues to financialinstitutionsbanksordebenture holdersduringtheyear.
(ix) TheCompanyhas not raised any money by way of initial public offer or furtherpublic offer during the year. The company has not taken any term loans during the year.
(x) According to the information and explanations given to us no material fraud on orby the Companyhas beennoticedorreportedduringthecourseofouraudit.
(xi) The company has paid managerial remuneration in accordance with provisions of thesection 197 read with Schedule V of the Companies Act.
(xii) The company is not a Nidhi Company hence the clause is notapplicable.
(xiii) All the transactions with the related parties are in compliance with sections177 and 188 of Companies Act 2013 and the necessary details have been disclosed in theFinancial Statements etc as required by the applicable accounting standards.
(xiv) The company has not made any preferential allotment or private placement ofshares or fully or partly convertible debentures during the year
(xv) The company has not entered into any non-cash transactions with directors orpersons connected with him.
(xvi) Sincethe company is NBFC requirement of registration under section 45-IA of theReserve Bank of India Act 1934 based on its asset and income pattern is not applicable.
ForPravin Chandak & Associates
Sd/ Pravin Chandak
Annexure B to the Auditors Report- 31st March 2016
Report on the Internal Financial Controls under Clause (i) of sub-section3 of theSection 143 of the Companies Act 2013 (the Act)
We have audited the internal financial controls over financial reporting of M/s.Esaar(India) Limited(the company) as of 31st March 2016 in conjunctionwith our audit of the financial statements of the company for the year ended on that date.
Managements Responsibility for Internal Financial Controls
The companys management is responsible for establishing and maintaininginternalfinancial 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 Accountant of India (ICAI). Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to the Companys 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 Companies Act 2013.
Our responsibility is to express an opinion on the Companys internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Not 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 Act2013 to the extent applicableto an audit of internal financial controls both applicable to an audit of InternalFinancial 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 andplan and perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting were established and maintained and if suchcontrols operated effectively in all material 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 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. Theproceduresselected depend on the auditors judgment including the assessment of the risks ofmaterial misstatement 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 Companys internal financial controlssystem over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is aprocessdesigned 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 companys 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 authorization ofthe Management and directors of the Company; and (3) provide reasonable assuranceregarding prevention or timely detection of unauthorized acquisition use or dispositionof the Companys assets that could have a material effect on thefinancial 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.
According to the information and explanations givento us and based on our auditthefollowing material weakness has been identified as at March 31 2016.
a) The Company did not have an appropriate internal control system for granting Loans.Demand and other loans given are governed by the Board policies. Considering the closemonitoring of Board no appraisal renewal Policies Procedure Committee or documentshave been prescribed and executed. b) The Companys internal control system is notcommensurate to the size and scale of operation over purchase and saleof trading division.
A material weakness is a deficiency or a combination of deficiencies ininternal financial control over financial reporting such that there is a reasonablepossibility that a material misstatement of the company's annual or interim financialstatements will not be prevented or detected on a timely basis.
In our opinion except for the effects / possible effects of the material weaknessdescribed above on the achievement of the objectives of the control criteria the Companyhas maintained in all material respects adequate internal financial controls overfinancial reporting and such internal financial controls over financial reporting wereoperating effectively as of March 31 2016based on the internal control over financialreporting criteria established by the company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting issued by the Chartered Accountants of India.
We have considered the material weakness identified and reported above in determiningthe nature timing and extent of audit tests applied in our audit of the March 31 2016financial statements of the Company and the material weakness does not affect our opinionon thefinancial statements of the Company.
FOR PRAVIN CHANDAK & ASSOCIATES
Date: 28th May2016
Non Banking Financial Companies Auditors Report (Reserve Bank Directions 2008)
The Board of Directors M/s Esaar (India) Limited
B/411 Crystal Plaza Opp Infinity Mall New Link Road Andheri (west) Mumbai 53
As required by the Non Banking Financial Companies Auditors Report (Reserve Bank)Directions 2008 issued by Reserve Bank of India on the matters specifies in Para 3 and 4of the said directions to the extent applicable to the company and according to theinformation and explanations given to us for the purpose of auditfor the year ended 31stMarch 2016 we report that:
1) We hereby state that M/s Esaar (India) Limited is engaged in the business of NonBanking Financial Institution and it has obtained a Certificate of Registration from theReserve Bank of India.
2) The companyis entitled to hold such Certificate of Registration in terms of itsassets/income pattern as on 31st March 2016.
3) The Board of Directors has passed a resolution for non acceptance of any publicdeposits in its meeting held on06/04/2015.
4) The company hasnot accepted any public deposits during the year ended 31st March2016.
5) The company has not complied with the prudential norms as applicable to it in termsof Non Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential Norms(Reserve Bank) Directions 2007 the same is disclosed in Notes to Accounts in point no.27.
ForPravin Chandak & Associates
Sd/ Pravin Chandak Partner