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Adharshila Capital Services Ltd.

BSE: 539493 Sector: Financials
NSE: N.A. ISIN Code: INE269F01012
BSE 05:30 | 01 Jan Adharshila Capital Services Ltd
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Adharshila Capital Services Ltd. (ADHARSHILACAP) - Auditors Report

Company auditors report

TO THE MEMBERS OF ADHARSHILA CAPITAL SERVICES LIMITED Opinion

We have audited the financial statements of Adharshila Capital Services Limited ("theCompany”) which comprise the Balance Sheet as at 31st March 2020 and theStatement of Profit and Loss (including Other Comprehensive Income) Statement of CashFlows and Statement of Changes in Equity and for the year then ended and notes to thefinancial statements including a summary of significant accounting policies and otherexplanatory information. (hereafter referred to as 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 theCompanies Act 2013 ("the Act”) in the manner so required and give a true andfair view in conformity with the Indian Accounting Standards prescribed under section 133of the Act and other accounting principles generally accepted in India of the state ofaffairs of the Company as at 31st March 2020 and its profit/loss totalcomprehensive income its cash flows and changes in equity for the year ended on thatdate.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Act. Our responsibilities under those Standards are furtherdescribed in the Auditor's Responsibilities for the Audit of the Financial Statementssection of our report. We are independent of the Company in accordance with the Code ofEthics issued by the Institute of Chartered Accountants of India together with the ethicalrequirements that are relevant to our audit of the financial statements under theprovisions of the Act 2013 and the Rules there under and we have fulfilled our otherethical responsibilities in accordance with these requirements and the Code of Ethics. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our opinion.

Key Audit Matters

Key Audit Matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements of the current period. These mattersare addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters. Wehave determined the matters described below to be the key audit matters to becommunicated.

Key Audit Matters Auditor's Response
Valuation of investments carried at fair value Our audit procedures in relation to valuation of investments included but were not limited to the following:
As at 31st March 2020 the Company held investments amounting to Rs. 26.49 crores which represent 95.41 % of the total assets of the Company as at 31 March 2020. These investments comprise of investment in unquoted equity shares and preference shares of related companies which are fair valued using Level 2 and 3 inputs. The fair valuation of these investments is determined by a management appointed independent valuation specialist. The process of computation of fair valuation of investments include use of unobservable inputs and management judgements and estimates.
(a) Obtained a detailed understanding of the management's process and controls for determining the fair valuation of these investments. The under-standing was obtained by performance of walkthroughs which included inspection of documents produced by the Company and discussion with those involved in the process of valuation;
(b) Evaluated the design and the operational effectiveness of relevant key controls over the valuation process including the Company's review and approval of the estimates and assumptions used for the valuation including key authorization and data input controls;
The key assumptions underlying management's assessment of fair value of these investments include application of liquidity discounts; calculation of discounting rates and the estimation of fair market value of assets of related companies.
(c) Assessed the appropriateness of the valuation methodologies for varied type of investments in accordance with the Company's policy and tested the mathematical accuracy of the management's model adopted for different types of investments;
The valuation of these investments was considered to be one of the areas which required significant auditor attention and was one of the matters of most significance in the financial statements due to the materiality of the value of such investments and the complexity involved in the valuation of these investments.
(d) Obtained the valuation reports received from the management's expert and assessed the expert's competence objectivity and independence in performing the valuation of these investments;
(e) Ensured the appropriateness of the carrying value of these investments in the financial statements and the gain or loss recognised in the financial statements as a result of such fair valuation; and
(f) Ensured the appropriateness of the disclosures in accordance with the applicable accounting standards.

Information Other than the Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the preparation of the otherinformation. The other information comprises the information included in the ManagementDiscussion and Analysis Board's Report including Annexure to Board's Report andShareholder's Information but does not include the financial statements and our auditor'sreport thereon.

Our opinion on the financial statements does not cover the other information and we donot express any form of assurance conclusion thereon.

In connection with our audit of the financial statements our responsibility is to readthe other information and in doing so consider whether the other information ismaterially inconsistent with the financial statements or our knowledge obtained during thecourse of our audit or otherwise appears to be materially misstated. If based on the workwe have performed we conclude that there is a material misstatement of this otherinformation we are required to report that fact. We have nothing to report in thisregard.

Responsibilities of Management and Those Charged with Governance for the FinancialStatements

The Company's Board of Directors is responsible for the matters stated in section134(5) of the Act with respect to the preparation of these financial statements that givea true and fair view of the financial position financial performance including othercomprehensive income changes in equity and cash flows of the Company in accordance withthe Indian Accounting Standards (Ind AS) specified under section 133 of the Act and otheraccounting principles generally accepted in India. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting frauds andother irregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statements that give a true and fair viewand are free from material misstatement whether due to fraud or error.

In preparing the financial statements Board of Directors is responsible for assessingthe Company's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so.

The Board of Directors is responsible for overseeing the Company's financial reportingprocess.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these financial statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

- Identify and assess the risks of material misstatement of the financial statementswhether due to fraud or error design and perform audit procedures responsive to thoserisks and obtain audit evidence that is sufficient and appropriate to provide a basis forour opinion. The risk of not detecting a material misstatement resulting from fraud ishigher than for one resulting from error as fraud may involve collusion forgeryintentional omissions misrepresentations or the override of internal control.

- Obtain an understanding of internal financial controls relevant to the audit in orderto design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls system in place and the operatingeffectiveness of such controls.

- Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management.

- Conclude on the appropriateness of management's use of the going concern basis ofaccounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe financial statements or if such disclosures are inadequate to modify our opinion.Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.

- Evaluate the overall presentation structure and content of the financial statementsincluding the disclosures and whether the financial statements represent the underlyingtransactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the financial statements thatindividually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the financial statements may be influenced. We considerquantitative materiality and qualitative factors in:

(i) planning the scope of our audit work and in evaluating the results of our work; and

(ii) to evaluate the effect of any identified misstatements in the financialstatements.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the financial statements of thecurrent period and are therefore the key audit matters. We describe these matters in ourauditor's report unless law or regulation precludes public disclosure about the matter orwhen in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

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 in terms of section 143(11) of the Act we give"Annexure A” statement on the matters specified in paragraphs 3 and 4 of thesaid 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 including Other ComprehensiveIncome the Statement of Cash Flow and Statement of Changes in Equity dealt with by thisReport are in agreement with the relevant books of account.

d) In our opinion the aforesaid financial statements comply with the Indian AccountingStandards (Ind AS) specified under Section 133 of the Act

e) On the basis of the written representations received from the directors as on March312020 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2020 from being appointed as a director in terms of Section 164 (2) of theAct.

f) With respect to the adequacy of internal financial controls over financial reportingof the Company and the operating effectiveness of such controls refer to our separatereport in "Annexure B”. Our report expresses an unmodified opinion on theadequacy and operating effectiveness of the Company's internal financial controls overfinancial reporting.

g) With respect to the other matters to be included in the Auditor's Report inaccordance with the requirements of section 197(16) of the Act as amended:

As the Company is not providing any managerial remuneration provisions of section 197of the Act are not applicable to it.

h) 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 as amended inour opinion and to the best of our information and according to the explanations given tous:

(i) The Company did not have any pending litigations which would have material impacton its financial position.

(ii) The Company did not have any long-term contracts including derivative contractsfor which 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.

3. Further as required by 'Non Banking Financial Companies Auditor's Report (ReserveBank) Directions2016' we further state that we have submitted a separate report to theBoard of Directors of the Company on the matters specified in said directions as under:-

a) The company applied for registration as provided in section 45IA of the Reserve Bankof India Act 1934 and has obtained certificate of registration from the Reserve Bank ofIndia.

b) The Company is entitled to continue to hold the Certificate of Registration in termsof its asset/income pattern as on 31st March 2020.

c) The Board of Directors of the company has passed a resolution for non - acceptanceof any public deposits.

d) The company has not accepted any public deposit during the year under reference.

e) The company has complied with the prudential norms relating to income recognitionaccounting standards assets classification and provisioning of bad and doubtful debts asapplicable to it in terms of Non-Banking Financial (Non-Deposit Accepting or Holding)Companies Prudential Norms (Reserve Bank) Directions 2007.

f) The Company has requisite Net Owned Fund as required by Master direction -NonBanking Financial Company - Non systemically Important Non-Deposit taking Company (ReserveBank) Direction 2016.

For RAJENDAR K. KUMAR & ASSOCIATES
Chartered Accountants
FRNo. 010142C
R.K. KUMAR
Place : Ghaziabad Proprietor
Dated : 27th June 2020 M.No. 071803
UDIN: 20071803AAAADB7940

ANNEXURE 'A' TO INDEPENDENT AUDITORS' REPORT

Referred to in our report of even date on the accounts of Adharshila CapitalServices Limited for the year ended on 31st March 2020

As required by the Companies (Auditors Report) Order 2016 issued by the Government ofIndia in terms of section 143(11) of the Act and on the basis of such checks as weconsidered appropriate and as per information and explanations given to us we reportthat:-

1. The company has maintained proper records showing full particulars includingquantitative details and situation of its property plant and equipment. These have beenphysically verified during the year by the management at reasonable intervals and nomaterial discrepancies between the book records and the physical inventory have beennoticed on such verification. The company does not hold any immovable property.

2. The inventory of the company comprises equity shares which are in dematerializedform and which have been verified by the management with reference to holding statementfrom depository participant. In our opinion the procedure of verification of inventoryfollowed by the management is satisfactory. Further the company is maintaining properrecords of its inventory and no discrepancies were noticed on verification.

3. (a) According to information made available to us the company has granted unsecuredloans to companies covered in the register maintained under section 189 of the Act and inour opinion the terms and conditions of such loans are not prejudicial to the company'sinterest.

(b) As per the information and explanation given to us the said loans are repayable ondemand.

(c) As per the information and explanation given to us no amount is overdue for morethan ninety days towards principal as well as interest.

4. On the basis of information and explanation given to us and on our scrutiny ofcompany's records we report that the Company has not entered into any transaction coveredunder the provisions of section 185 of the Companies Act 2013. Further the provisions ofsection 186 of the Companies Act 2013 have been complied with in respect of loansinvestments guarantees and security made by the company.

5. On the basis of information and explanation given to us and on our scrutiny ofcompany's records in our opinion the company has not accepted any deposits from thepublic.

6. To the best of our knowledge and belief and according to information given to usCentral Government has not prescribed maintenance of cost records under sub-section (1) ofsection 148 to the Act for any of the activities of the Company.

7. (a) According to the information and explanation given to us the company isgenerally regular in depositing with appropriate authorities the undisputed statutory duesincluding provident fund employees' state insurance income-tax wealth-tax service taxduty of customs duty of excise value added tax cess and any other statutory duesapplicable to it. Further there were no arrears of undisputed statutory dues outstandingas at last day of the financial year concerned for a period of more than six month fromthe date they became payable.

(b) According to the information and explanations given to us there are no such duesas stated above which have not been deposited on account of any dispute.

8. Based on our examination and according to the information and explanations given tous the company has not taken any loans from any financial institution bank orGovernment. The company has not issued any debentures.

9. According to the information and explanations given to us the company has notraised any moneys by way of initial public offer or further public offer (including debtinstruments) or term loans during the year.

10. Based on audit procedures performed and according to the information andexplanations given to us we report that no fraud on or by the company has been noticed orreported during the year.

11. To the best of our knowledge and belief and according to information given to usthe Company has not given any managerial remuneration during the year under review.

12. The company is not a Nidhi Company.

13. According to the information and explanations given to us all the transactionswith the related parties are in compliance with the provisions of sections 177 and 188 ofCompanies Act 2013 and the details of such transactions have been properly disclosed inthe financial statements as required by the applicable accounting standards.

14. According to the information made available to us the Company has not made anypreferential allotment or private placement of shares or fully or partly convertibledebentures during the year under review.

15. According to the information and explanations given to us the Company has notentered into any non-cash transactions with directors or persons connected with them.

16. The company is required to be registered under section 45-IA of the Reserve Bank ofIndia Act 1934 and the registration has been duly obtained.

For RAJENDAR K. KUMAR & ASSOCIATES
Chartered Accountants
FRNo. 010142C
R.K. KUMAR
Place : Ghaziabad Proprietor
Dated : 27th June 2020 M.No. 071803

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 AdharshilaCapital Services Limited ("the Company”) as of 31st March 2020 inconjunction with our audit of the financial statements of the Company for the year endedon 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.

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 judgment 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 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.

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 31 March 2020 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 RAJENDAR K. KUMAR & ASSOCIATES
Chartered Accountants
FRNo. 010142C
R.K. KUMAR
Place : Ghaziabad Proprietor
Dated : 27th June 2020 M.No. 071803

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