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Explicit Finance Ltd.

BSE: 530571 Sector: Financials
NSE: N.A. ISIN Code: INE335G01019
BSE LIVE 14:15 | 17 Oct Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 2.40
PREVIOUS CLOSE 2.50
VOLUME 800
52-Week high 5.52
52-Week low 2.37
P/E
Mkt Cap.(Rs cr) 2
Buy Price 2.50
Buy Qty 4400.00
Sell Price 2.62
Sell Qty 500.00
OPEN 2.40
CLOSE 2.50
VOLUME 800
52-Week high 5.52
52-Week low 2.37
P/E
Mkt Cap.(Rs cr) 2
Buy Price 2.50
Buy Qty 4400.00
Sell Price 2.62
Sell Qty 500.00

Explicit Finance Ltd. (EXPLICITFIN) - Auditors Report

Company auditors report

To the Members of

EXPLICIT FINANCE LIMITED

Report on the Standalone Financial Statements

1. We have audited the accompanying standalone financial statements of Explicit FinanceLimited (the ‘Company’) which comprise the Balance Sheet as at March 31 2017the Statement of Profit and Loss the Cash Flow Statement for the year then ended asummary of significant accounting policies and other explanatory information which wehave signed under reference to this report.

Management’s Responsibility for the Standalone Financial Statements

2. The Company’s Board of Directors is responsible for the matters stated inSection 134(5) of the Companies Act 2013 ("the Act") with respect to thepreparation of these standalone financial statements that give a true and fair view of thefinancial position financial performance and cash flows of the Company in accordance withthe accounting 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 and Accounting Standard 30 Financial Instruments: Recognition and Measurementissued by the Institute of Chartered Accountants of India to the extent it does notcontradict any other accounting standard referred to in Section 133 of the Act read withRule 7 of Companies (Accounts) Rules 2014. This responsibility also includes maintenanceof adequate accounting records in accordance with the provisions of the Act forsafeguarding the assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statements that give a true and fair viewand are free from material misstatement whether due to fraud or error.

Auditors’ Responsibility

3. 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 accountingand auditing standards and matters which are required to be included in the audit reportunder the provisions of the Act and the Rules made there under. We conducted our audit inaccordance with the Standards on Auditing specified under Section 143(10) of the Act.Those Standards require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether the financial statements are free frommaterial misstatement.

4. An audit involves performing procedures to obtain audit evidence about the amountsand the disclosures 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 a true and fair view in order to designaudit procedures that are appropriate in the circumstances but not for the purpose ofexpressing an opinion on whether the Company has in place an adequate internal financialcontrols system over financial reporting and the operating effectiveness of such controls.

An audit also includes evaluating the appropriateness of the accounting policies usedand the reasonableness of the accounting estimates made by the Company’s Directorsas well as evaluating the overall presentation of the financial statements.

5. We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the standalone financial statements.

Opinion

6. 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 of the state of affairs of theCompany as at March 31 2017 its Loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

7. As required by ‘the Companies (Auditor’s Report) Order 2016’ 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 give in the Annexure A a statement on thematters specified in paragraphs 3 and 4 of the Order.

8. 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 and the Cash Flow Statementdealt with by this Report are in agreement with the books of account;

(d) In our opinion the accompanying standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014 and Accounting Standard 30 Financial Instruments:Recognition and Measurement issued by the Institute of Chartered Accountants of India tothe extent it does not contradict any other accounting standard referred to in Section 133of the Act read with Rule 7 of Companies (Accounts) Rules 2014;

(e) On the basis of the written representations received from the directors as on March31 2017 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2017 from being appointed as a director in terms of Section 164 (2) of theAct;

(f) With respect to 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;

(ii) The Company didn’t have any long-term contracts or derivative contracts as atMarch 312017 for which there were no material foreseeable losses;

(iii) There has not been an occasion in case of the Company during the year underreport to transfer any Sums to the Investor Education and Protection Fund. The question ofdelay in transferring such sums does not arise.

(iv) The Company has provided requisite disclosures in the financial statements as toholdings as well as dealings in Specified Bank Notes during the period from 8th November2016 to 30th December 2016. Based on audit procedures and relying on the managementrepresentation we report that the disclosures are in accordance with books of accountmaintained by the Company and as produced to us by the Management – Refer Note 12 ofFinancials Statement.

For MVK Associates

Chartered Accountants

Firm Registration Number: 120222W

CA. Kapil Gupta

Partner

Mem. No. : 047911

Place: Mumbai

Date: 30th May 2017

Annexure A referred to in Paragraph 7 of our Report of even date to the members ofEXPLICIT FINANCE LIMITED on the accounts of the company for the year ended March 31st2017

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. a) The Company is maintaining proper records showing full particulars includingquantitative details and situation of fixed assets;

b) As explained to us these fixed assets have been physically verified by themanagement at regular intervals; as informed to us no material discrepancies were noticedon such verification;

c) The Company does not have any immovable property. ii. The inventory of the companyi.e. Shares and Securities has been kept in dematerialized form.

Hence question of physically verification by the Management would not arise. Hencethis clause is not applicable. Accordingly provisions of Clause 3(ii) of the Order arenot applicable to the Company.

iii. The Company has not granted any loans or advances in the nature of loans toparties covered in the register maintained under section 189 of the Companies Act 2013.Accordingly provisions of Clause 3(iii) of the Order are not applicable to the company.

iv. As the company is Non Banking Financial Company (NBFC) the provisions of section185 and 186 of the Companies Act 2013 are not applicable. Accordingly provisions ofClause 3(iv) of the Order are not applicable to the company.

v. The Company has not accepted any deposits from the public as per the directivesissued by the Reserve Bank of India and under Section 73 to 76 of the Companies Act 2013.

vi. We have been informed by the management no cost records have been prescribed undersection 148(1) of the Companies Act 2013 in respect of products manufactured by thecompany.

vii. a) According to the information and explanations given to us and based on therecords of the company examined by us in our opinion the company is regular indepositing the undisputed statutory dues including Provident Fund ‘Employees’State Insurance Income-tax Sales-tax Wealth Tax Service Tax Custom Duty Excise Dutyand other material statutory dues as applicable with the appropriate authorities inIndia;

According to the information and explanations given to us no undisputed amountspayable in respect of aforesaid dues were in arrears as at March 31 2017 for a period ofmore than six months from the date they became payable. b) According to the informationand explanations given to us and based on the records of the company examined by us thereare no dues of Income Tax Wealth Tax Service Tax Sales Tax Customs Duty and ExciseDuty which have not been deposited on account of any disputes.

viii. According to the records of the Company the company has not borrowed fromfinancial institutions or banks or Government or has not issued any debentures till 31stMarch 2017. Accordingly provisions of Clause 3(viii) of the Order are not applicable tothe company.

ix. According to the information and explanations given to us and the records of theCompany examined by us the Company has not raised any money by way of initial publicoffer or further public offer and term loans during the year. Accordingly provisions ofClause 3(ix) of the Order are not applicable to the company

x. During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyinstance of material fraud by the Company or on the Company by its officers or employeesnoticed or reported during the year nor have we been informed of any such case by theManagement.

xi. The Company has not paid or provided any managerial remuneration. Accordinglyprovisions of

Clause 3(xi) of the Order are not applicable to the company.

xii. As the Company is not a Nidhi Company and the Nidhi Rules 2014 are not applicableto it.

Accordingly the provisions of Clause 3(xii) of the Order are not applicable to theCompany.

xiii. In our opinion and as per information and explanations provided to us bymanagement all the transactions with the related parties are in compliance with theprovisions of sections 177 and 188 of Companies Act 2013 where applicable and the detailshave been disclosed in the financial statements as required under Accounting Standard (AS)18 Related Party Disclosures specified under Section 133 of the Act read with rule 7 ofthe Companies (Accounts) Rules 2014.

xiv. The company has not made any preferential allotment or private placement of sharesor fully or partly convertible debentures during the year. Accordingly provisions ofClause 3(xiv) of the Order are not applicable to the company.

xv. According to the records of the Company examined by us and the information andexplanation given to us the company has not entered into any non-cash transactions withits directors or persons connected with him. Accordingly the provisions of Clause 3(xv)of the Order are not applicable to the Company.

xvi. The company has obtained registration under section 45-IA of the Reserve Bank ofIndia Act

1934.

For MVK Associates

Chartered Accountants

Firm Registration No. 120222W

CA. Kapil Gupta

Partner

M. No. 047911

Place: Mumbai

Date: 30th May 2017

Annexure B to Independent Auditors’ Report

Referred to in paragraph 8(f) of the Independent Auditors’ Report of even date tothe members of EXPLICIT FINANCE LIMITED on the financial statements as of and for the yearended March 31 2017.

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Act

1. We have audited the internal financial controls over financial reporting of ExplicitFinance Limited ("the Company") as of March 31 2017 in conjunction with ouraudit of the financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

2. The Company’s management is responsible for establishing and maintaininginternal financial controls based on 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 financialcontrols which were operating effectively for ensuring the orderly and efficient conductof its business including adherence to the respective 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.

Auditor’s Responsibility

3. Our responsibility is to express an opinion on the Group’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") issued by the Institute of Chartered Accountants of India(ICAI) and the Standards on Auditing deemed to be prescribed under Section 143(10) of theCompanies Act 2013 to the extent applicable to an audit of internal financial controlsboth applicable to an audit of internal financial controls and both issued by the ICAI.Those Standards and the Guidance Note require that we comply with the ethical requirementsand plan and perform the audit to obtain reasonable assurance about whether adequateinternal financial controls over financial reporting was established and maintained and ifsuch controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacyof the internal financial control system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedoperating and understanding of internal financial controls over financial reportingassessing the risk that a material weakness exist 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 risk ofmaterial misstatement of the financial statement whether due to fraud or error.

5. 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 controlsover financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

6. A company’s internal financial controls 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 with theGenerally Accepted Accounting Principles. A company’s internal financial controlsover financial reporting includes those policies and procedures that :

i. Pertain to the maintenance of records that in reasonable details accurately andfairly reflect the transaction and dispositions of the assets of the company;

ii. Provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with the generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorizations of management and directors of the company; and

iii. Provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition use or dispositions of the company’s assets that couldhave a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

7. 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 period are subject to the risk that the internal financial controlsover financial reporting may become inadequate because of the changes in conditions orthat the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion the company has in all material respect an adequate internalfinancial control 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 MVK Associates

Chartered Accountants

Firm Registration Number: 120222W

CA. Kapil Gupta

Partner

M. No. : 047911

Place: Mumbai

Date: 30th May 2017