To the Members of
Upsurge Investment & Finance Ltd.
Report on the Financial Statements
We have audited the accompanying financial statements of Upsurge Investment &Finance. Ltd. (the company) which comprises Balance Sheet as at 31st March2016 the Statement of Profit and Loss account for year then ended Cash flow statementand a Summary of significant accounting policies and other explanatory information.
Managements Responsibility for the Financial Statements
The Companys 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 provision of the Act for safeguarding of 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 materials misstatement whether due to fraudor error.
Our responsibility is to express an opinion on these financial statements based on ouraudit.
We have taken into account the provision 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 procedure selected depends on theauditors judgment including the assessment of the risks of material misstatement ofthe financial statements whether due to fraud or error. In making those risk assessmentthe auditor considers internal financial control relevant to the Companyspreparation of the financial statements that give a true and fair view in order to designaudit procedures that are appropriate in the circumstances. An audit also includesevaluating the appropriateness of the accounting policies used and the reasonableness ofthe accounting estimates made by the Companys Directors as well as evaluating theoverall 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 financial statements.
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
(a) In the case of Balance Sheet of the state of affairs of the Company as at31-Mar-2016
(b) In the case of the Statement of Profit and loss of the profit for the year ended onthat date; and (c) In the case of the Cash flow Statement of the Cash flows for the yearended on that date
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors Report) Order 2016 (the Order) issuedby the Central Government in terms of Section 143 (11) of the Act we enclosed in theAnnexure A statement on matters specified in paragraph 3 & 4 of the said 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 purpose 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) In our opinion there are no observations or comments on the financial transactionswhich may have an adverse effect on the functioning of the Company.
f) On the basis of the written representations received from the directors as on 31stMar 2016 and taken on record by the Board of Directors we report that none of thedirectors is disqualified as on 31st Mar 2016 from being appointed as a directors in termsof section 164(2) of the Act.
g) Report on the Internal Financial Controls under Clause (1) of Sub-section 3 ofsection 143 of the companies Act 2013 ("the Act") is enclosed as an Annexure Bto this report.
h) With respect to the other matters to be included in the Auditors 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 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.
For Bansal Bansal & Co.
(Registration No: 100986W)
M. No.: 135399
Mumbai dated May 30 2016
ANNEXURE-A TO INDEPENDENT AUDITORS REPORT
The Annexure referred to in Independent Auditors Report to the members of the companyon the financial statements for the year ended 31st March 2016 we report that: -
1. In respect of its fixed assets:
a) The Company is maintaining proper records showing full particulars includingquantitative details and situation of fixed assets.
b) The Company has a regular program of physical verification of fixed assets which isin our opinion reasonable having regard to the size of the Company and the nature of itsassets. In accordance with this program certain fixed assets have been physicallyverified by the management during the year and no material discrepancies have been noticedon such verification.
c) As per the information and explanation given to us by the management the Companydoes not own any immovable property. Accordingly the provisions of Clause 3(i)(c) of theOrder are not applicable to the
2. As explained to us verification of inventory of shares and securities held in thephysical format and those held in the dematerialized format have been conducted atreasonable intervals by the management which in our opinion is reasonable having regardto the size of the Company and nature of its inventories. No material discrepancies werenoticed on such verification.
3. As explained to us the company had not granted any loans secured or unsecured toany companies firms Limited Liability Partnerships or other parties covered in theregister maintained under section 189 of the Act and hence provisions of Clause 3(iii) ofthe aforesaid Order are not applicable to the Company.
4. In our opinion and according to the information and explanations given to us thecompany has complied with the provisions of section 185 and 186 of the Companies Act2013 as applicable in respect of loans investments guarantees and security.
5. In our opinion and according to the information and explanations given to us theCompany has not accepted deposits from the public within the meaning of Sections 73 7475 and 76 of the Act and the Rules framed thereunder to the extent notified.
6. In our opinion and according to the information and explanations given to usmaintenance of cost records under sub-section (1) of the Section 148 of the Companies Act2013 has not been prescribed by the government.
7. (a) According to the records of the Company the Company is generally regular indepositing with appropriate authorities undisputed statutory dues including providentfund employees state insurance income tax sales tax wealth tax duty of customsduty of excise value added tax or cess and other statutory dues applicable to it. Noundisputed amounts payable in respect of provident fund employees state insuranceincome-tax sales tax wealth tax duty of customs duty of excise value added tax orcess and other statutory dues were outstanding as at 31-03-2016 for a period of morethan six months from the date they became payable.
(b) According to the records of the Company and information and explanations given tous no dues of income tax sales tax wealth tax service tax duty of customs duty ofexcise value added tax or cess that have not been deposited on account of any disputes.
8. The Company does not have any Loans or Borrowings from any financial institutionsbank Government or debenture holders during the year. Accordingly paragraph 3 (viii) ofthe Order is not applicable.
9. The Company has not raised any money by way of initial public offer further publicoffer (including debt instruments) and term loans and hence provisions of Clause 3(ix) ofthe aforesaid Order are not applicable to the Company.
10. 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.
11. The Company has paid/provided managerial remuneration in accordance with therequisite approvals mandated by the provision of the Section 197 read with Schedule V ofthe Act.
12. The Company is not a Nidhi Company and the Nidhi Rules 2014 are not applicable tothe Company and hence provisions of Clause 3(xii) of the aforesaid Order are notapplicable 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 related parties are incompliance with sections 177 and 188 of Companies Act 2013 where applicable and thedetails have been disclosed in the financial statements etc. as required by the applicableaccounting standards.
14. The Company has not made any preferential allotment or private placement of sharesor fully or partly convertible debentures during the year under review and henceprovisions of Clause 3(xiv) of the aforesaid Order are not applicable to the Company.
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 any non-cashtransactions with directors or persons connected with him. Accordingly paragraph 3(xv) ofthe order is not applicable.
16. The company has obtained registration as required under section 45-IA of theReserve Bank of India Act 1934.
For Bansal Bansal & Co.
(Registration No: 100986W)
Mumbai dated May 30 2016
ANNEXURE B TO THE AUDITORS REPORT
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 UpsurgeInvestment & Finance Ltd. ('the Company') as of 31st March 2016 in conjunction withour audit of the financial statements of the Company for the year ended on that date.
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internalfinancial controls. These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence tocompanys policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information 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 effectively in all material respects. Our auditinvolves performing procedures to obtain audit evidence about the adequacy of the internalfinancial controls system over financial reporting and their operating effectiveness. Ouraudit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the riskthat a material weakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The procedures selecteddepend on the auditors judgment including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error. We believe thatthe audit evidence we have obtained is sufficient and appropriate to provide a basis forour audit opinion on the Companys internal financial controls system over financialreporting.
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 of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;
2. provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with 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
3. provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition use or disposition of the company's assets that could have amaterial 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 establish 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 Bansal Bansal & Co.
(Registration No: 100986W)
Mumbai dated May 30 2016