To the Members of Aagam Capital Limited
Report on the Financial Statements
We have audited the accompanying financial statements of Aagam Capital Limited(the Company') which comprise the balance sheet as at March 31 2018 the statementof profit and loss and the cash flow statement for the year then ended and a summary ofsignificant accounting policies and other explanatory information.
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 preparationand presentation of these financial statements that give a true and fair view of thefinancialposition financial performance and cash flows of the Company in accordance withthe accounting principles generally accepted in India including the Accounting Standardsspecified under Section 133 of the Act read with Rule 7 of the Companies (Accounts)Rules 2014. This responsibility also includes maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe financial statements that give a true and fair view and are free from materialmisstatement whether due 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 thereunder.
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 but not for the purpose of expressing anopinion on whether the Company has in place an adequate internal financial controls systemover financial reporting and the operating effectiveness of such controls. An audit alsoincludes evaluating the appropriateness of the accounting policies used and thereasonableness of the accounting estimates made by the Company's Directors as well asevaluating 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 of the state of affairs of the Company as at March31 2018 and its profit and its cash flows for the year ended on that date.
The Company being a listed company has been mandatorily required under Section 203 ofthe Act to have whole time Key Managerial Person which includes Company Secretary asdefined under section 2(24) of the Act.
During the course of our audit it has been observed that the Company had appointedCompany Secretary as a Whole Time Company Secretary of the Company from the 12thNovember 2016 to 14th April 2017 following which the office of the CompanySecretary being Whole Time Company Secretary was vacated. However the Company did notappoint another Company Secretary within 6 months of vacancy of office of the CompanySecretary being the Whole Time Company Secretary.Consequently the Company has notcomplied with the requirement of Section 203 of the Companies Act 2013 by not appointinga Company Secretary as a whole time Company Secretary.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's 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" statement on the matters specified in theparagraph 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 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 March31 2018 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2018 from being appointed as a director in terms of Section 164 (2) of theAct; and
(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 if any.
ii. The Company does not have any material foreseeable losses on long-term contractsincluding derivative contracts and
iii. The Company is not required to transfer any funds to the Investor Education andProtection Fund.
For MOTILAL & ASSOCIATES
M. No. 036811
Place : Mumbai
Date : 29th May 2018
"ANNEXURE A"TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THE FINANCIALSTATEMENTS OF AAGAM CAPITAL LIMITED
(i) In respect of Fixed Assets
a. The Company is maintaining proper records showing full particulars includingquantitative details and situation of fixed assets;
b. Fixed assets have been physically verified by the management at reasonableintervals; No material discrepancies were noticed on such verification.
c. The Company does not hold any immovable properties.
(ii) According to the information and explanation given to us the Company is a NonBanking Finance Company engaged in the business of financial activities. Consequently itdoes not hold any Physical Inventory. Accordingly the provisions of the Clause 3(ii) ofthe Orderis not applicable to the Company hence not commented upon.
(iii) According to the information and explanations given by the management and basedon our examination of the record of the Company the Company has not granted any loanssecured or unsecured to companies firms Limited Liability Partnerships or other partiescovered in the register maintained under Section 189 of the Companies Act 2013.
(iv) In our opinion and according to information and explanations given to us theCompany has not advanced loans to Directors/to a Company in which the director isinterested to which the provisions of Section 185 of the Companies Act 2013 apply andhence not commented upon. In our opinion and according to the information and explanationsgiven to us the Company has not made investment and given guarantee/provided securitywhich falls under the purview of Section 186 of the Companies Act 2013 and hence notcommented upon.
(v) The Company has not accepted any deposits from the public. Accordingly paragraph3(v) of the Order is not applicable to the Company and hence not commented upon.
(vi) As per the information and explanation given to us the maintenance of costrecords specified by the Central Government under sub-section (1) of section 148(1) of theCompanies Act 2013 is not applicable to the Company and hence not commented upon.
(vii) In respect of Statutory Dues
a. According to the information and explanations given to us no undisputed amount ispayable in respect of provident fund employees' state insurance income-tax sales-taxservice tax duty of customs duty of excise value added tax cess and other materialstatutory dues were outstanding at the year end for the period of more than six monthsfrom the date they became payable.
b. According to the information and explanations given to us and based on the auditprocedures conducted by us no dues of income tax or sales tax or service tax or duty ofcustoms or duty of excise are in dispute.
(viii) According to the information and explanations given to us the Company has notdefaulted in repayment of loans or borrowings from financial institution banksgovernment or debenture holders during the year.
(ix) According to the information and explanation given to us the Company did notraise any money by way of initial public offer or further public offer (including debtinstruments) and term loans during the year. Accordingly paragraph 3(ix) of the Order isnot applicable to the Company and hence not commented upon.
(x) Based on the audit procedures performed for the purpose of reporting the true andfair view of the financial statements and according to the information and explanationsgiven by the management we report that there were no material fraud by the Company or onthe Company by its officers or employees has been noticed or reported during the yearunder review.
(xi) According to the information and explanations given by the management and based onour examination of the record of the Company the Company has paid/provided Managerialremuneration if any in accordance with the requisite approvals mandate by the provisionsof section 197 read with Schedule V of the Companies Act 2013.
(xii) In our opinion and according to the information and explanations given to us theCompany is not a Nidhi Company. Consequently paragraph 3(xii) of the Order is notapplicable to the Company.
(xiii) According to the information and explanations given by the managementtransactions with the related parties are in compliance with sections 177 and 188 ofCompanies Act 2013 where applicable and the details have been disclosed in the FinancialStatements as required by the applicable accounting standards.
(xiv) 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 under review and hence reporting under clause 3 (xiv) are not applicable to theCompany and hence not commented upon.
(xv) 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 as referred to in section 192 ofCompanies Act 2013.
(xvi) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company is required to be registered undersection 45-IA of the Reserve Bank of India Act 1934and the said registration has beenobtained.
For MOTILAL & ASSOCIATES
M. No. 036811
Place : Mumbai
Date : 29th May 2018