TO THE MEMBERS OF ESCORP ASSET MANAGEMENT LIMITED
(Formerly known as Escorp Industries Pvt. Ltd.)
Report on the IndAS Financial Statements
We have audited the accompanying IndAS financial statements of ESCORP ASSETMANAGEMENT LIMITED ("the Company") (Formerly know n as Escorp IndustriesPvt. Ltd.) which comprise the Balance Sheet as at 31st March 2017 theStatement of Profit and Loss (Including Other Comprehensive Income) the Cash FlowStatement the Statement of Change in Equity for the year then ended and a summary of thesignificant accounting policies and other explanatory information (hereinafter referred toas "IndAS financial statements).
Management's Responsibility for the IndAS 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 ofthese IndAS financial statements that give a true and fair view of the state of theaffairs profit cash flows and change in equity of the Company in accordance with theaccounting principles generally accepted in India including the Indian AccountingStandard (IndAS) prescribed under section 133 of the Act.
This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the IndASfinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.
Our responsibility is to express an opinion on this IndAS financial statements based onour 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 thereunder.
We conducted our audit of the IndAS financial statements in accordance with theStandards on Auditing specified under Section 143 (10) of the Act. Those Standards requirethat we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the IndAS financial statements are free from materialmisstatement.
An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the IndAS financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of theIndAS financial statements whether due to fraud or error. In making those riskassessments the auditor considers internal financial control relevant to the Company'spreparation of the IndAS financial statements that give a true and fair view in order todesign audit procedures that are appropriate in the circumstances. An audit also includesevaluating the appropriateness of the accounting policies used and the reasonableness ofthe accounting estimates made by the Company's Directors as well as evaluating theoverall presentation of the IndAS financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the IndAS financial statements.
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid IndAS financial statements give the information required by theAct in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India including the IndAS of the state ofaffairs of the Company as at March 31 2017 and its profit its cash flows and the changein equity for the year ended on that date.
The comparative financial information of the Company for the year ended 31st March 2016and the transition date opening balance sheet as at 1st April 2015 included in thesestandalone IndAS financial statements are based on the previously issued statutoryfinancial statements prepared in accordance with the Companies (Accounting Standards)Rules 2006 audited by another auditor whose report for the year ended 31st March 2016and 31st March 2015 dated 1st July 2016 and 4th September 2015respectively expressed an unmodified opinion on those financial statements as adjustedfor the differences in the accounting principles adopted by the Company on transition tothe IndAS which have been audited by us.
Our opinion is not modified in respect of these matters.
Report on Other Legal and Regulatory Requirements
1. 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 A".
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 it appears from our examination of those books.
(c) The Balance Sheet the Statement of Profit and Loss the Cash Flow Statement andthe statement of change in equity dealt with by this Report are in agreement with thebooks of account.
(d) In our opinion the aforesaid IndAS financial statements comply with the AccountingStandards specified under Section 133 of the Act read with relevant rule issuedthereunder.
(e) On the basis of the written representations received from the directors as on 31March 2017 taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2017 from being appointed as a director in terms of Section164 (2) of the Act.
(f) As required by the Companies (Auditors' Report) Order 2016 ("the Order")issued by the Central Government in terms of Section 143(11) of the Companies Act 2013 wegive in the "Annexure B" statement on the matters specified in paragraphs3 and 4 of the Order to the extent applicable.
(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 2O14 as amended byCompanies (Audit and Auditors) Amendment Rules 2017 in our opinion and to the best ofour information and according to the explanations given to us:
i. The Company does not have any pending litigations which would impact its financialposition.
ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection
Fund by the Company. iv. The Company has provided requisite disclosures in its IndASfinancial statements as to holdings as well as dealings in Specified Bank Notes during theperiod from 8 November 2016 to 30 December 2016 and these are in accordance with thebooks of accounts maintained by the Company. Refer Note 9 to the IndAS financialstatements.
For Thakur Vaidyanath Aiyar & Co
Firm's Regn No. 000038N
Date: May 29 2017
Place : Mumbai
THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTS OF ESCORPASSET MANAGEMENT LIMITED
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 ESCORPASSET MANAGEMENT LIMITED ("the Company") as of 31st March 2017 inconjunction with our audit of the IndAS financial statements of the Company for the yearended 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". 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 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 auditor's 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 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 authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised 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 31 March 2017 based on"the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India".
For Thakur Vaidyanath Aiyar & Co
Firm's Regn No. 000038N
Date: May 29 2017
Place : Mumbai
ANNEXURE B to the Independent Auditors' Report
Referred to in paragraph 2 under the heading Report on Other Legal &Regulatory Requirement' of our report of even date to the financial statements of theCompany for the year ended March 31 2017.
1) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets;
(b) The Fixed Assets have been physically verified by the management at the end of theyear which in our opinion is reasonable having regard to the size of the company andnature of its business and no discrepancies between the book records and the physicalfixed assets have been noticed.
(c) The title deeds of immovable properties are held in the name of the company.
2) The physical verification of inventory has been conducted at reasonable intervals bythe Management during the year. There were no discrepancies noticed with the books ofaccounts.
3) Based on the audit procedures applied by us and according to the information andexplanations given to us the company has not granted any loan to any company listed in theregister maintained under section 189 of the companies Act 2013.
4) In our opinion and according to the information and explanations given to us thecompany has complied with the provisions of section 185 and I86 of the Companies Act 2013In respect of loans investments guarantees and security.
5) The Company has not accepted any deposits from the public and hence the directivesissued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any otherrelevant provisions of the Act and the Companies (Acceptance of Deposit) Rules 2015 withregard to the deposits accepted from the public are not applicable.
6) We have been informed that the Central Government has not prescribed maintenance ofcost records under section 148(1) of the Companies Act 2013.
7) (a) According to information and explanations given to us and on the basis of ourexamination of the books of account and records the Company has been generally regularin depositing undisputed statutory dues including Provident Fund Employees StateInsurance Income-Tax Sales tax Service Tax Duty of Customs Duty of Excise Valueadded Tax Cess and any other statutory dues with the appropriate authorities.
According to the information and explanations given to us no undisputed amountspayable in respect of the above were in arrears as at March 31 2017 for a period of morethan six months from the date when they become payable.
b) According to the information and explanation given to us there are no dues ofincome tax sales tax service tax duty of customs duty of excise value added taxoutstanding on account of any dispute.
8) 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.
9) Based upon the audit procedures performed and the information and explanations givenby the management the company has not raised moneys by way of initial public offer orfurther public offer including debt instruments and term loan during the year. Accordinglythe provisions of clause 3 (ix) of the Order are not applicable to the Company..
10) Based upon the audit procedures performed and the information and explanationsgiven by the management we report that no fraud by the Company or on the company by itsofficers or employees has been noticed or reported during the year nor have we beeninformed of any such case by the Management.
11) Based upon the audit procedures performed and the information and explanationsgiven by the management no managerial remuneration has been paid or provided hence notcommented upon.
12) In our opinion the Company is not a Nidhi Company. Therefore the provisions ofclause4 (xii) of the Order are not applicable to the Company.
13) In our opinion all transactions with the related parties are in compliance withsection177 and 188 of Companies Act 2013 and the details have been disclosed in theFinancial Statements as required by the applicable accounting standards.
14) Based upon the audit procedures performed and the information and explanationsgiven by the management the company has made a preferential allotment of shares byprivate placement of shares during the year under review. The requirement of Section 42 ofthe Companies Act 2013 have been complied with and the amount raised have been used forthe purpose for which the funds were raised .
15) Based upon the audit procedures performed and the information and explanationsgiven by the management the company has not entered into any non-cash transactions withdirectors or persons connected with him. Accordingly the provisions of clause 3 (xv) ofthe Order are not applicable to the Company and hence not commented upon.
16) In our opinion the company is not required to be registered under section 45 IA ofthe Reserve Bank of India Act 1934 and accordingly the provisions of clause 3 (xvi) ofthe Order are not applicable to the Company and hence not commented upon.
For Thakur Vaidyanath Aiyar & Co
Firm's Regn No. 000038N
Date: May 29 2017
Place : Mumbai