To the Members of
NDA SECURITIES LIMITED
Report on the Financial Statements
We have audited the accompanying standalone financial statements of NDA SecuritiesLimited ("the Company") which comprise the Balance Sheet as at March 312016and the Statement of Profit and Loss and Cash Flow Statement for the year then ended anda summary of significant accounting policies and other explanatory information.
Management Responsibility for the Financial Statements
The Company Board of Directors is responsible for the matters stated in Section 134(5)of the Companies act 2013 ("the Act") with respect to the preparation of thesestandalone financial statements that give a true and fair view of the financial positionfinancial performance and cash flows of the Company in accordance with the Accountingprinciples generally accepted in India including the Accounting Standard specified underSection 133 of the Act read with the provision of the Companies (Accounts) Rules 2014.This responsibility includes the maintenance of adequate accounting records in accordancewith the provision of the Act for safeguarding of the assets of the Company and forpreventing and detecting the frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of internal financial control thatwere operating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentations of the financial statements thatgive a true and fair view and free from material misstatement whether due to fraud orerror.
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 accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and Rules made there under.
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 the auditorjudgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error. In making those risk assessments the auditorconsiders internal control relevant to the Company preparation and fair presentation ofthe financial statements in order to design audit procedures that are appropriate in thecircumstances but not for the purpose of expressing an opinion on the effectiveness ofthe entity internal control. An audit alsoincludes evaluating the appropriateness ofaccounting policies used and the reasonableness of the accounting estimates made bymanagement as well as evaluating the overall presentation 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 Standalone financial statement.
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at March 312016 and its Profit and its Cash Flow for the year ended on that date.
Emphasis of the Matter
1. We draw attention to note no.3.5.1 to the standalone financial statements of thecompany regarding the valuation of inventory of shares for which no provision has beenmade for deficiency or impairment loss in the value of stock of shares as at 31st March2016.
2. We draw attention to note no.3.4.3 to the standalone financial statements of thecompany regarding the membership cost of OTCEI is considered good and recoverable by themanagement of the company for the no reasons mentioned in the said note.
Our opinion is not modified in respect of these matter
Report on Other Legal and Regulatory Requirement Rs. s
1. As required by the Companies (Auditor Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Act we give in the Annexure A a statement on the matters specified in the paragraph3 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 purpose 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 Statement of Profit and Loss and Cash Flow Statement dealt withby 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 Companies Act 2013 read with Rule 7 of theCompanies (Accounts) Rules 2014;
e) On the basis of written representations received from the directors as on March312016 and taken on record by the Board of Directors none of the directors isdisqualified as on March 312016 from being appointed as a director in terms of section164(2) of the Companies Act 2013.
f) with respect to the adequacy of the internal financial controls over financialreporting of the company and the operating effectiveness of such control refer to ourseparate report in Annexure "B and our report expresses an unmodified opinion on theadequacy and operating effectiveness of the Company internal financial controls overfinancial reporting.
g) With respect to the other matters included in the Auditor Report in accordance withRule 11 of Companies (Audit and Auditors)Rules 2014 in our opinion and to the best of ourinformation and according to explanations given to us:
i. The Company does not have any pending litigations which would impact its financialpositions.
ii. The company did not have any long term contracts including derivative contracts forwhich there were any material foreseeable losses.
iii. There no amounts which required to be transferred to the Investor Education andProtection Fund by the company.
FOR GUPTA RUSTAGI &AGARWAL
Firm No. 008084N
Membership No. 086839
PLACE: New Delhi
Annexure- A to the Independent Auditors Report
Referred to in paragraph 1 under Rs. Report on other Legal and Regulatory Requirementssection of our report of even date. We report that:
1. (a) The company has maintained proper records showing full particulars includingquantitative details and situation of its fixed assets.
(b) As explained to us fixed assets have been physically verified by the management atreasonable intervals; no material discrepancies were noticed on such verification.
(c) based on our audit procedures performed for the purpose of reporting the true andfair view of the financial statements and according to information and explanations givenby the management the title deeds of immovable properties included in investment are heldin the name of the company
2. As explained to us inventories have been physically verified during the year by themanagement at reasonable intervals and no material discrepancy was noticed on physicalverification of stocks by the management as compared to book records.
3. According to information and explanations given to us the company has not grantedany loan secured or unsecured to companies firm Limited liability Partnership or otherparties covered in the register maintained under section 189 of the Act. Accordingly theprovision of Clause 3(iii) of the order are not applicable to the company.
4. The company has not given any loans to directors or to any other persons in whom thedirector is interested but company has given corporate guarantee provided in connectionwith a bank guarantee taken by its subsidiary company as covered under section 185 of theCompanies act 2013.The company has complied with the provision of Section 185 and 186 ofthe Act with respect to the loans and investment made.
5. The Company has not accepted deposits. Hence the provisions of Section 73 to 76 orany other relevant provisions of the Act and the rules framed there under are notapplicable to the Company.
6. The Company is not required to maintain cost records as specified by the CentralGovernment under sub section (1) of section 148 of the Act. Therefore the provisions ofpara 3(vi) of the Order is not applicable to the Company.
7. According to the information and explanations given to us in respect of statutorydues:
(a) The company has generally been regular in depositing undisputed statutory dues including Provident Fund Provident Fund Employees State Insurance Income-tax ServiceTax Stamp Duty or any other statutory dues applicable to it to the appropriateauthorities.
(b) There were no undisputed dues outstanding in respect of Provident Fund ProvidentFund Employees State Insurance Income-tax Service Tax Stamp Duty or any otherstatutory dues in arrear as at March 31 2016 for a period of more than six months fromthe date they became payable.
8. The Company has obtained a term loans and unsecured loans during the year andaccording to the information and explanations given to us and based on the records of thecompany the company has not defaulted in the repayment of loans or borrowings to financialinstitutions bank.
9. The Company did not raise any money by way of initial public offer or further publicoffer (including debt instruments) and term loans during the year therefore theprovisions of para 3(ix) of the Order is not applicable to the Company.
10. According to the information and explanations given to us no fraud by the Companyor on the Company by its officers or employees has been noticed or reported during theyear.
11. According to the information and explanations given to us managerial remunerationhas been paid or provided in accordance with the requisite approvals mandated by theprovisions of Section 197 read with Schedule V of the Companies Act 2013.
12. In our opinion and according to the information and explanations given to us theCompany is not a nidhi company therefore the provisions of para 3(xii) of the Order isnot applicable to the Company.
13. According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with sections 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the financial statements as required by the applicableaccounting standards.
14. According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year.
15. According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not entered into non-cashtransactions with directors or persons connected with him therefore the provisions ofpara 3(xv) of the Order is not applicable to the Company.
16. The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934.
FOR GUPTA RUSTAGI &AGARWAL
Firm No. 008084N
Membership No. 086839
PLACE: New Delhi
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 NDASecurities Limited ("the Company") as of 31st March 2016 in conjunction withour audit of the standalone financial statements of the Company for the year ended on thatdate.
Management Responsibility for Internal Financial Controls
The Company 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 ( Rs. ICAI Rs. ). 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 company policies the safeguarding of itsassets the prevention and detection of frauds and errors the accuracy and completenessof the accounting records and the timely preparation of reliable financial informationas required under the Companies Act 2013.
Our responsibility is to express an opinion on the Company internal financial controlsover financial reporting based on our audit. We conducted our audit in accordance with theGuidance Note on Audit of Internal Financial Controls over Financial Reporting (the"Guidance Note") and the Standards on Auditing issued by ICAI and deemed to beprescribed under section 143(10) of the Companies Act 2013 to the extent applicable toan audit of internal financial controls both applicable to an audit of Internal FinancialControls and both issued by the Institute of Chartered Accountants of India. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was 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. The proceduresselected depend on the auditor judgment including the assessment of the risks of materialmisstatement 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 internal financial controls systemover financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A company internal financial control over financial reporting is a process designed toprovide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company 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 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 31st March 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 GUPTA RUSTAGI &AGARWAL CHARTERED ACCOUNTANTS
Firm No. 008084N
Membership No. 086839
PLACE: New Delhi