To the Members of
M/s Stampede Capital Limited
Report on the Financial Statements
We have audited the accompanying financial statements of M/s Stampede CapitalLimited ("the Company") which comprise the Balance Sheet as at March 312017 the Statement of Profit and Loss and the Cash Flow Statement for the year endedtherein and a summary of significant accounting policies and other explanatoryinformation.
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.
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 matterswhich arerequired to be included in the audit report under theprovisions of the Act and the Rules madethereunder.
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 materialmisstatement.
An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosuresin the financial statements. The procedures selected depend on theauditor's judgment including theassessment 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 theCompany's preparation of thefinancial statements that give a true and fair view in order to design auditproceduresthat are appropriate in the circumstances. An audit also includes evaluatingtheappropriateness of the accounting policies used and the reasonableness of theaccounting estimates madeby the Company's Directors as well as evaluating the overallpresentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis forour audit opinion on the financial statements
In our opinion and to the best of our information and according to the explanationsgiven to us theaforesaid financial statements give the information required by the Act inthe manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the stateof affairs of the Company as at March31 2017 and its Profitand its Cash Flow for the year ended on thatdate.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the CentralGovernment 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 inparagraphs 3 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 ourknowledge 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 sofar 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 March31 2017 and taken on record by the Board of Directors none of the directors isdisqualified as on March 31st 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" and
g) With respect to the other matters to be included in the Auditor's Report inaccordance with Rule11 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 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.
h) The Company had disclosed the particulars relating to the Specified Bank Notesduring the period 8.11.2016 to 30.12.2016 in its Financial Statements
For Sarath & Associates
Firm Regn No 05120S
CA S Srinivas
"Annexure A" referred to in the Independent Auditors' Report to theshareholders of M/s Stampede Capital Limited on the accounts for the year ended 31st March2017 i) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets;
(a) The Fixed Assets have been physically verified by the management in a phasedmanner which in our opinion is reasonable having regard to the size of the company andnature of its assets.
No material discrepancies were noticed on such physical verification.
(b) In our opinion and according to the information and explanations given to us theCompany does not hold any immovable property and thus Paragraph 3(i)(c) of the order isnot applicable.
ii) The company does not hold any physical inventories. Accordingly matters specifiedin clause (ii) of paragraph 3 of the Order do not apply to the Company.
iii) According to the information and explanation given to us the company had grantedloans to its Subsidiary Company as well as an Associate Company covered under the registermaintained under section 189 of the Companies Act2013.
(a) The above loan given to Subsidiary Company as well as the Associate Company asinformed are given for temporary period and are interest free and accordingly in ouropinion are prejudicial to the interests of the Company;
(b) As stated above the above loan(s) given do not carry any specific repaymentschedule of principal amount and accordingly does not warrant comments in respect ofregularity of its repayment;
(c) As stated above as the above advances does not stipulate any repaymentschedule/terms this does not warrant comments in respect of overdue amounts.
iv) In our opinion and according to the information and explanations given to us thecompany has not given any loans made any investments provided any guarantees and givenany security where the provisions of section 185 and 186 of the Companies Act 2013 areapplicable.
v) According to information and explanation given to us the Company has not acceptedany deposits from the public. Therefore the provisions of Clause (v) of Paragraph 3 ofthe Order are not applicable to the Company.
vi) According to information and explanation given to us the maintenance of CostRecords has not been prescribed by the Central Government under sub-section (1) of Section148 of the Act in respect of the activities carried on by the company.
vii) (a) According to information and explanations given to us and on the basis of ourexamination of the books of account and records of the Company amounts deducted/ accruedin the books of account in respect of undisputed statutory dues including provident fundincome tax sales taxwealth tax service tax duty of customs value added tax Cess andany other statutory dues applicable to the company have been paid generally regularly withthe appropriate authorities during the year except for few delays. According to theinformation and explanations given to us no undisputed amounts payable in respect of theabove were in arrears as at March 31st 2017 which are outstanding for more than sixmonths from the date they became 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.
viii) In our opinion and according to the information and explanations given to us theCompany did not avail any loan either from banks/ financial institutions or issued anydebentures during the current year.
ix) Based upon the audit procedures performed and the information and explanationsgiven by the management the company has not raised moneys by way of initial public offeror further public offer including debt instruments and term Loans. However the Companyduring the year had allotted shares to its employees under ESOP as well as issued BonusShares with Differential Voting Rights.
x) Based upon the audit procedures performed and the information and explanations givenby 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.
xi) Based upon the audit procedures performed and the information and explanationsgiven by the management managerial remuneration has been paid during the current yearwhich is in accordance with requisite approvals mandated by the applicable provisions ofthe Companies Act.
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) According to information and explanation given to us and the records of theCompany examined by us transactions with related parties are in compliance with Section177 and 188 of Companies Act 2013 and the details have been disclosed in the FinancialStatements as applicable.
xiv) Based upon the audit procedures performed and the information and explanationsgiven by the management the company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the year underreview.
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 is not applicable to the Company and hence not commented upon.
xvi) In our opinion the company is not required to be registered under Section 45 IAof the Reserve Bank of India Act 1934.
For Sarath & Associates
Firm Regn No 05120S
CA S Srinivas
"Annexure B" to the Independent Auditor's Report of even date on theFinancial Statements of M/s Stampede 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 M/sStampede Capital Limited (the Company) as of March 31 2017 in conjunction with our auditof the financialstatements of the Company for the period 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.
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 ofInternal 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 Act2013 to the extent applicableto an audit of internal financial controls both applicable to an audit of InternalFinancial Controls and both issued by the Institute of Chartered Accountants of India.Those Standards and the Guidance Note require that we comply with ethical requirements andplan and performthe 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'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. Acompany'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 authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use ordisposition 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 erroror fraud may occur and not be detected. Alsoprojections of any evaluation of the internal financial controls over financial reportingto future periods are subject to the risk that the internal financial control overfinancial reporting may become inadequate because of changes in conditions or that thedegree 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 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 Sarath & Associates
Firm Regn No 05120S
CA S Srinivas