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P. H. Capital Ltd.

BSE: 500143 Sector: Financials
NSE: N.A. ISIN Code: INE160F01013
BSE 15:15 | 23 Jan 28.05 1.30
(4.86%)
OPEN

28.05

HIGH

28.05

LOW

28.05

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 28.05
PREVIOUS CLOSE 26.75
VOLUME 2000
52-Week high 53.65
52-Week low 24.80
P/E
Mkt Cap.(Rs cr) 8
Buy Price 28.00
Buy Qty 1000.00
Sell Price 0.00
Sell Qty 0.00
OPEN 28.05
CLOSE 26.75
VOLUME 2000
52-Week high 53.65
52-Week low 24.80
P/E
Mkt Cap.(Rs cr) 8
Buy Price 28.00
Buy Qty 1000.00
Sell Price 0.00
Sell Qty 0.00

P. H. Capital Ltd. (PHCAPITAL) - Auditors Report

Company auditors report

TO THE MEMBERS OF

P.H. CAPITAL LIMITED.

Report on the Financial Statements

We have audited the accompanying financial statements of P.H. CAPITAL LIMITED ("theCompany") which comprise the Balance Sheet as at 31st March 2017 the Statement ofProfit and Loss the Cash Flow Statement and a summary of the significant accountingpolicies and other explanatory information for the year then ended.

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 flows of the Company in accordance with the accountingprinciples generally accepted in India including the Accounting Standards specified 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 judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.

Auditor's' Responsibility

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 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 andthe disclosures in the financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers 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 statements.

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

Opinion

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 affairs of the Company as at 31stMarch 2017 and its profit/loss and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")as amended issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Act we give in the "Annexure A" a statement on thematters specified in paragraphs 3 and 4 of the Order.

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 and the Cash Flow Statementdealt with by 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 Act read with Rule 7 of the Companies(Accounts) Rules 2014.

(e) On the basis of the written representations received from the directors as on 31stMarch 2017 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2017 from being appointed as a director in terms of Section164 (2) of the Act.

(f) 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 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-refer Notes 24 to the financial statements

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 transfer to the InvestorEducation and Protection Fund by the Company during the year ended 31.03.2017.

iv. The Company has provided requisite disclosures in its financial statements as toholdings as well as dealings in Specified Bank Notes during the period from 8 November2016 to 30 December 2016. Based on Audit procedures and relying on Managementrepresentation we report that the disclosures are in accordance with the books of accountsmaintained by the Company and as produced to us by the management Refer No. 31 to thefinancial statements.

For S. P. JAIN & ASSOCIATES
CHARTERED ACCOUNTANTS
Firm Reg. No. 103969W
KAPIL K. JAIN
Place : Mumbai. (PARTNER)
Date : 30-05-2017 Membership No. 108521

"ANNEXURE A" TO THE INDEPENDENT AUDITORS' REPORT

Referred to in Paragraph 1 under the heading "Report on other legal and regulatoryrequirements" of our Independent Auditor's Report of even date to the members of P.H. CAPITAL LTD. On the financial statements as of and for the year ended 31.03.2017

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 has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.

(b) As explained to us fixed assets have been physically verified by the managementduring the year and no material discrepancies were noticed on such verification.

(c) According to information and explanations given to us and on the basis of ourexamination of records the title deeds of immovable properties are held in the name of thecompany.

(ii) The inventories of the company comprise of shares and securities and accordinglythe clause for physical verification is not applicable.

(iii) The Company has not granted any loans secured or unsecured to companies firmsLimited Liability partnerships or other parties covered in the Register maintained undersection 189 of the Act.

Accordingly the provisions of clause 3 (iii) (a) to (c) of the Order are notapplicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to us thecompany has not granted loans guarantees and security covered u/s 185 and 186; theinvestment made by the company is in compliance with the provisions of section 186 of theCompanies Act 2013.

(v) 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.

(vi) To the best of our knowledge and belief the Central Government has not specifiedmaintenance of cost records under section 148 (1) of the Companies Act 2013.

(vii) 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 Value added Tax Cesswherever applicable and any other applicable statutory dues with the appropriateauthorities. According to the information and explanations given to us no undisputedamounts payable in respect of the above were in arrears as at March 31 2016 for a periodof more than six months from the date on when they become payable except the following: b)According to the information and explanation given to us there are no dues of income taxsales tax service tax duty of customs duty of excise value added tax outstanding onaccount of any dispute except as mentioned below:

Sr. No. Name of Statute Dispute is pending Nature of Dues Forum where

Asst. Year

Amount in Rs

1 Income Tax Act Income Tax Assessing officer

2001-02

843938

2 Income Tax Act IT (penalty) Assessing officer

2001-02

1717108

(viii) In our opinion and according to the information and explanations given to usthe Company did not have any loan or borrowing from any banks government and Debentureholders. The Company has not defaulted in the repayment of dues to financial institution.

(ix) The company has not raised moneys by way of initial public offer or further publicoffer including debt instruments and term Loans during the year.

(x) During the course of our examination of the books and records of the companycarried in accordance with auditing standard generally accepted in India we have neithercome across any instance of fraud on the Company by its officers or employees noticed orreported during the course of our audit nor have we been informed of any such instance bythe management.

(xi) As explained to us the managerial remuneration has been paid or provided inaccordance with the requisite approvals mandated by the provisions of section 197 readwith Schedule V to the Companies Act 2013.

(xii) In our opinion the Company is not a Nidhi Company. Therefore the provisions ofclause 3 (xii) of the Order are not applicable to the Company.

(xiii) In our opinion all transactions with the related parties are in compliance withsection 177 and 188 of Companies Act 2013 and the details have been disclosed in theFinancial Statements 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 under review.

(xv) 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.

(xvi) In our opinion principal business of the Company is the dealing in shares andsecurities and hence the company is in the business which is governed by RBI and the SEBI.The company is also proposing to apply and get a stock broker or sub-broker license andhas vide Board Resolution dated 03rd February 2016 resolved to do the businessof a stock broker or sub-broker and to apply for a certificate of registration under SEBIAct 1992. We are informed that consequent to such registration of the company it wouldbe exempted from registration under section 45-IA of RBI Act 1934 as per the RBI's Mastercircular RBI/2015-16/15 DNBR (PD) CC. No. 052/03.10.119/2015-16 dated 01-07-2015.

For S. P. JAIN & ASSOCIATES
CHARTERED ACCOUNTANTS
Firm Reg. No. 103969W
KAPIL K. JAIN
Place : Mumbai. (PARTNER)
Date : 30-05-2017 Membership No. 108521

"Annexure B" to the Independent Auditor's Report of even date on theFinancial Statements of P. H. CAPITAL 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 P. H.CAPITAL 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

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 responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Companies Act 2013.

Auditors' Responsibility

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 judgement 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 or for otherreasons.

Opinion

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 March 31 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 S. P. JAIN & ASSOCIATES
CHARTERED ACCOUNTANTS
Firm Reg. No. 103969W
KAPIL K. JAIN
Place : Mumbai. (PARTNER)
Date : 30-05-2017 Membership No. 108521