TO THE MEMBERS OF
M/s. VISHVESHAM INVESTMENTS AND TRADING LIMITED Report on the Financial Statements
We have audited the accompanying financial statements of M/s. VISHVESHAM INVESTMENTSAND TRADING LIMITED ("the company") which comprise the Balance Sheet as at 31March 2017 the Statement of Profit and Loss the Cash Flow Statement for the year thenended and a summary of significant accounting policies and other explanatory information.
Management's Responsibility for the Financial Statements
The Company's Board of Directors is responsible for the matters in section 134(5) ofthe Companies Act 2013 ("the Act") with respect to the preparation of thesefinancial statements that give a true and fair view of the financial position financialperformance and cash flows of the Company in accordance with the accounting principlesgenerally accepted in India (Indian GAAPs) including the Accounting Standards (Tnd AS')specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014.
This responsibility also includes the maintenance of adequate accounting records inaccordance with the provision of the Act for safeguarding of the assets of the Company andfor preventing and detecting the frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of internal financialcontrol that were operating effectively for ensuring the accuracy and completeness of theaccounting records relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free from material misstatement whetherdue 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 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 mis-statement.
An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor'sjudgment 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 financial
control relevant to the Company's preparation of the financial statements that givetrue and fair view in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of accountingpolicies used and the reasonableness of the accounting estimates made by Company'sDirectors 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 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 the Balance Sheet of the state of affairs of the Company as at March31 2017;
b) In the case of the Statement of Profit and Loss of the profit for the year ended onthat date;
c) In the case of the Cash Flow Statement of the cash flows for the year ended on thatdate.
Report on other Legal and Regulatory Requirements
1. 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 appears from our examination of those books.
c) The Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealtwith 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 written representations received from the directors as on 31 March2017 taken on record by the Board of Directors none of the directors is disqualified ason 31 March 2017 from being appointed as a director in terms of Section 164(2) of theAct.
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 A".
g) With respect to the other matters included in the Auditor's Report and to our bestof 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
ii. The Company has made provision as required under the applicable law or accountingstandards for material foreseeable losses if any on long term contracts includingderivative contracts
iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company.
2. As required by the Companies (Auditor's Report) Order 2016 ("CARO 2016")issued by the Central Government in terms of Section 143(11) of the Act we give in"Annexure B" a statement on the matters specified in paragraph 3 & 4 of CARO2016.
FOR TDK & CO
CA NEELANJ SHAH
Annexure "A" to the Independent Auditor's Report
(Referred to in paragraph 1 (g) under "Report on Other Legal and RegulatoryRequirement of our report of even date)
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013
We have audited the internal financial controls over financial reporting of M/s.VISHVESHAM INVESTMENTS AND TRADING LIMITED as of 31st March 2017 inconjunction with our audit of the standalone financial statements of the Company for theyear 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). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired 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 deemed to be prescribedunder section 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls both applicable to an audit of internal financial controlsand both issued by the ICAI. Those Standards and the Guidance Note require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all materialrespects.
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 authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized 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.
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 2017based on the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India
FOR TDK & CO
CA NEELANJ SHAH
Annexure "B" to the Independent Auditor's Report
(Referred to in paragraph 2 under "Report on Other Legal and RegulatoryRequirement of our report of even date to the members of M/s. VISHVESHAM INVESTMENTS ANDTRADING LIMITED on the standalone financial statements for the year ended 31stMarch 2017)
1. In respect of its fixed assets:
a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.
b) The fixed assets are physically verified by the Management according to a phasedprogramme designed to cover all the items every year which in our opinion is reasonablehaving regard to the size of the Company and the nature of its assets. Pursuant to theprogrammer a portion of the fixed assets has been physically verified by the Managementduring the year and no material discrepancies have been noticed on such verification.
c) According to the information and explanation given to us and on the basis of ourexamination of the records of the company the company doesn't have any freehold immovableproperties. As informed to us in respect of leasehold
2. As explained to us inventories have been physically verified during the year by themanagement and in our opinion the frequency of verification is reasonable. Discrepanciesnoticed on physical verification of the inventories between the physical inventories andbook records were not material having regards to the size of the operations of thecompany and the same have been properly dealt with.
3. In respect of loans secured or unsecured granted by the company to companiesfirms Limited liability partnerships or other parties covered in the register maintainedunder section 189 of Companies Act 2013 :
a) Whether receipt of the principal amount and interest are also regular;- There are nosuch loans and hence the said clause is not applicable
b) If overdue amount is more than rupees one lakh whether reasonable steps have beentaken by the company for recovery of the principal and interest: - There are no such loansand hence the said clause is not applicable.
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 in respect of grant of loans making investments and providing guarantees andsecurities.
5. According to the information and explanations given to us the Company has notaccepted any deposits from the public. Therefore the provisions of paragraph 3 (v) of theCARO 2016 are not applicable to the Company.
6. According to the information and explanations given to us Maintenance of Costrecords is not applicable to the company pursuant to the rules made by the CentralGovernment of India regarding the maintenance of cost records under sub-section (1) ofSection 148 of the Act. Therefore the provisions of paragraph 3(vi) of the CARO 2016 arenot applicable to the Company.
7. According to the information and explanations given to us in respect of statutorydues:
a. The Company is regular in depositing the undisputed statutory dues includingprovident fund employees' state insurance income tax sales tax wealth tax servicetax duty of customs duty of excise value added tax and other material statutory duesas applicable with the appropriate authorities.
b. the Company examined by us there are no dues of income-tax wealth-tax and servicetax which have not been deposited on account of any dispute.
c. Whether the amount required to be transferred to investor education and protectionfund in accordance with the relevant provisions of the Companies Act 2013 and rules madethereunder has been transferred to such fund within time: - The said clause is notapplicable to the company.
8. Based on our audit procedures and information and explanations given by themanagement and considering the Corporate Debt Restructuring (CDR) scheme we are of theopinion that the Company is not having any such term loans as on balance 31stMarch 2017.
9. According to the information and explanations given to us the term loans raisedduring the year were prima facie been applied for the purpose for which those areraised. The Company has not raised any money by way of initial public offer or furtherpublic offer (including debt instruments).
10. Based on our audit procedures performed for the purpose of reporting the true andfair view of the financial statements and on the basis of information and explanationsgiven by the management no fraud by the Company or on the Company by its officers oremployees has been noticed or reported during the year.
11. In our opinion and according to the information and explanations given to us theCompany is not a Nidhi Company. Therefore the provisions of paragraph 3 (xii) of the CARO2016 are not applicable to the Company.
12. According to the information and explanation 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 Companies Act 2013 where applicable anddetails of such transactions have been disclosed in the financial statements etc. asrequired by the applicable accounting standards.
13. According to the information and explanation 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 of fully or partly convertible debentures duringthe year. Therefore the provisions of paragraph 3(xiv) of the CARO 2016 are notapplicable to the Company.
14. According to the information and explanations given to us the Company has notentered into non-cash transactions with directors or persons connected with him.Therefore the provisions of paragraph 3(xv) of the CARO 2016 are not applicable to theCompany.
15. In our opinion and according to information and explanations provided to us theCompany is not required to be registered under section 45-IA of the Reserve Bank of IndiaAct 1934.
FOR TDK & CO
CA NEELANJ SHAH