To the Members of Ganges Securities Limited
REPORT ON THE FINANCIAL STATEMENTS
We have audited the accompanying Financial statements of Ganges Securities Limited (the"Company") which comprise the Balance Sheet as at 31 March 2017 the Statementof Profit and Loss the Cash Flow Statement for the year then ended and a summary ofsigni3 cant accounting policies and other explanatory information which we have signedunder the reference to this report.
MANAGEMENT'S RESPONSIBILITY FOR THE 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 Financial statements that give a true and fair view of the Financial positionFinancial performance and cash 3 ows of the Company in accordance with the accountingprinciples generally accepted in India including the Accounting Standards speci3 ed underSection 133 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 the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgements and estimates that are reasonable and prudent; anddesign implementation and maintenance of internal Financial controls that were operatinge3 ectively 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 from material misstatement whether due to fraud or error.
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 speci3 ed 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 andthe disclosures in the Financial statements. The procedures selected depend on theauditors' 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 Financial control relevant to the Company's preparation of theFinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances. An audit also includes evaluating theappropriateness of the accounting policies used and the reasonableness of the accountingestimates made by the Company's Directors as well as evaluating the overall presentationof the Financial statement.We believe that the audit evidence we have obtained is su3cient and appropriate to provide a basis for our audit opinion on the Financialstatements.
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 of the state of a3 airs of the Company as at 31March 2017 and its Profit and its cash 3 ows for the year ended on that date.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
As required by the Companies (Auditors' Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of Section 143 ofthe Companies Act 2013 we give in the "Annexure A" a statement on the mattersspeci3 ed in paragraphs 3 and 4 of the Order to the extent applicable.
As required by Section 143(3) of the Act we report that: a. We have sought andobtained all the information and explanations which to the best of our knowledge andbelief were necessary for the purpose of our audit. b. In our opinion proper books ofaccount as required by law have been kept by the Company so far as appears from ourexamination of those books. c. The Balance Sheet the Statement of Profit and Loss and theCash Flow Statement dealt with by this report are in agreement with the books of account.d. In our opinion the aforesaid Financial statements comply with the Accounting Standardsspeci3 ed under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014. e. On the basis of the written representation received from the directorstaken on record by the Board of Directors none of the directors is disquali3 ed as on 31March 2017 from being appointed as a director in terms of Section 164 (2) of the Act. f.With respect to the adequacy of the internal Financial controls over Financial reportingof the Company and the operating e3 ectiveness of such controls refer to our separatereport in "Annexure B''. g. With respect to the other matters to be included in theAuditors' report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules2014 in our opinion and to the best of our information and according to the explanationgiven to us: i. There are no pending litigations and hence the disclosure relating to theimpact of pending litigations on its Financial position in its Financial statements doesnot arise. ii. The Company did not have any long-term contracts including derivativecontracts for which there were any material foreseeable losses. iii. The Company is notrequired to transfer any amounts to the Investor Education and Protection Fund.
iv. The Company has provided requisite disclosures in its Financial statements as toholdings as well as dealings in Speci3 ed Bank Notes during the period from 8 November2016 to 30 December 2016and these are in accordance with the books of accounts maintainedby the Company as disclosed in Note 19.
For AGRAWAL SUBODH & CO
Chartered Accountants Firm Reg. No. 319260E
Place: Kolkata Partner Date: 30.05.2017 Membership No. 066285
Annexure A to the Independent Auditors Report (Referred to in Paragraph 1 of ourreport of even date addressed to the members of Ganges Securities Limited on theFinancial statements for the year ended 31 March 2017) i.(a) The company is maintainingproper records showing full particulars including quantitative details and situation of 3xed asset.
(b) Fixed Assets were physically veri3 ed by the management during the year inaccordance with planned programme of verifying all of them once in three years which inour opinion is reasonable having regards to the size to the company and the nature of itsassets. No material discrepancies were noticed on such veri3 cation.
(c) According to the information and explanations given by the management the titledeeds of the properties included in Property Plant & Equipment are transferred to theCompany pursuant to the Scheme of arrangement and are yet to be registered in the name ofthe Company. ii. The Company does not have any inventory and hence paragraph 3(ii) of theOrder is not applicable. iii. The Company has not granted any loans secured or unsecuredto companies 3 rms LLP or other parties covered in the register maintained under section189 of the companies Act 2013. Hence Paragraph 3 (iii) of the order is not applicable.iv. In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Companies Act 2013 with respect to theinvestments made and company has not made any Loan. v. The Company has not accepted anydeposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptanceof Deposits) Rules 2014 (as amended). Accordingly Paragraph 3 (v) of the order is notapplicable. vi. The Company is not required to maintain cost records under as per section148 (1) of Companies Act 2013. vii.(a) The Company is regular in depositing undisputedstatutory dues with the appropriate authorities including income tax service tax duty ofcustom duty of excise value added tax cess or any other statutory dues.
(b) There are no statutory dues which are disputed; hence this clause is not applicableon the Company viii. There are no loans and borrowing taken from Financial institutionsbanks Government or from debenture holders. Hence Paragraph 3(viii) of the order is notapplicable on the Company.
ix. The Company has not raised any money by the way of initial public o3 er or furtherpublic o3 er and term loans. Accordingly paragraph 3(ix) of the order is not applicablex. No fraud by /on the Company by its officers or employees has been noticed or reportedduring the year nor have we been informed about any of such case by the management; xi.Managerial Remuneration has not been paid or provided during the year. Accordinglyparagraph 3(xi) of the clause is not applicable. xii. The Company is not a Nidhi Company.Hence paragraph 3(xii) of the order is not applicable to Company. xiii. All thetransactions with the related parties are in compliance with the sections 177 and 188 ofthe Companies Act 2013 wherever applicable and the details have been disclosed in theFinancial statements as required by the applicable Accounting Standard. xiv. The Companyhas not made any preferential allotment or private placement of shares or Fully or Partlypaid convertible debentures during the year. However as per the scheme of arrangementapproved by the National Company Law Tribunal the Company issued & allotted10003687 fully paid up equity shares of Rs 10 each to the shareholders of Upper GangesSugar & Industries Limited (UGSIL) aggregating to Rs. 1000.37 lakhs in the ratio of77 equity shares of the face value of Rs 10 each of the Company for every 89 equity sharesof the face value of Rs. 10 each held in UGSIL. Further the Company has issued 150000fully paid up 12% Non-Convertible Cumulative Redeemable Preference Shares of Rs.100 eachto the preference shareholders of UGSIL aggregating to Rs. 150 lakhs on the same termsand conditions. xv. The Company has not entered into any non-cash transactions with thedirectors or persons connected with him/her as referred to in section 192 of CompaniesAct 2013 xvi. The Company is not required to registered under section 45-IA of theReserve Bank of India Act 1934.
For AGRAWAL SUBODH & CO
Place: Kolkata Partner Date: 30-05-2017 Membership No. 066285
Annexure B to the Independent Auditors' Report on the Financial Statements of
Ganges Securities Limited as on 31st March 2017
(Referred to in Paragraph 2(f) of our report of even date addressed to the members ofGanges Securities Limited on the Financial statements as on 31 March 2017)
Report on the Internal Financial Controls under Clause (i) of Subsection 3 of Section143 of the Companies Act 2013 ("the Act")
We have audited the internal Financial controls over Financial reporting of GangesSecurities Limited ("the Company") as of
31 March 2017 in conjunction with our audit of the Financial statements of the Companyfor the year ended 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 ("ICAI"). Theseresponsibilities include the design implementation and maintenance of adequate internalFinancial controls that were operating e3 ectively for ensuring the orderly and e3 cientconduct of its business including adherence to Company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable Financialinformation as required 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 e3 ectively 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 operating e3ectiveness. 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 e3 ectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditors' judgement including the assessment of the risks ofmaterial misstatement of the Financial statements whether due to fraud or error.
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 re3 ect 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 e3 ect 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 e3 ectively as at 31 March 2017 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 AGRAWAL SUBODH & CO
Place: Kolkata Partner Date: 30-05-2017 Membership No. 066285