The members of ARYAMAN CAPITAL MARKETS LIMITED
Report on the Audit of Financial Statements Opinion
We have audited the accompanying financial statements of ARYAMAN CAPITAL MARKETSLIMITED ("the Company") which comprise the balance sheet as at 31st March 2019the statement of profit and loss statement of changes in equity and the statement of cashflows for the year then ended and notes to the financial statements including a summaryof significant accounting policies and other explanatory information (hereby referred asthe financial statement').
In our opinion and to the best of our information and explanations given to us theaforesaid financial statements give the information required by the Companies Act 2013("the Act") in the manner so required and give a true and fair view inconformity with the Indian accounting standard (Ind AS) prescribed under section 133 theCompanies Act 2013 read with the Companies (Accounting Standard) Rules 2015 as amendedand the other accounting principles generally accepted in India: -
i. In case of the Balance Sheet of the state of affairs of the Company as at 31stMarch 2019; ii. In case of Statement of Profit and Loss of the profit for the yearended on that date; and iii. In case of Cash Flow Statement of the cash flows for theyear ended on that date.
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 FinancialStatements' section of our report. We are independent of the Company in accordance withthe Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI)together with ethical requirements that are relevant to our audit of the financialstatements under the provisions of the Act and the rules there under and we havefulfilled our ethical responsibilities in accordance with these requirements and the Codeof Ethics. We believe that the audit evidences we have obtained are sufficient andappropriate to provide a 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 matterswere 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 hereunder to be key audit matters to be communicatedin our report.
|Key audit matters ||Auditor's response |
|Measurement of Revenue ||Our audit procedure inter- alia included the following- |
|As per new notified Ind AS 115 measurement of revenue to be made on transaction price. ||We used assessment of overall control environment relevant for measurement of revenue. |
| ||We performed testing of journal entries with particular focus on manual adjustment to revenue account to mitigate the risk of manipulation of revenue and profit figures. |
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 Annexures to Board's Report BusinessResponsibility Report Corporate Governance and Shareholder's Information but does notinclude the financial statements and our auditor's report thereon.
Our opinion on the financial statement does not cover the other information and we donot express any form of assurance conclusion thereon. In connection with our audit of thefinancial statements our responsibility is to read the other information and in doingso consider whether the other information is materially inconsistent with the financialstatements or our knowledge obtained during the course of our audit or otherwise appearsto be materially misstated.
If based on the work we have performed we conclude that there is a materialmisstatement of this other information; we are required to report that fact. We havenothing to report in this regard.
Management's Responsibility for the Financial Statements
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 and cash flows ofthe Company in accordance with the AS and the other accounting principles generallyaccepted in India. This responsibility also includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding of the assets of theCompany and 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 are operating effectively for insuring 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 materialmisstatements whether due to fraud or error.
In preparing the financial statements management is responsible for assessing theCompany'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 also responsible for overseeing the Company's financialreporting process.
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain a reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue our report that includes our opinion. Reasonable assurance is a high level ofassurance but is not a guarantee that an audit conducted in accordance with SAs willalways detect a material misstatement when it exists. Misstatements can arise due to fraudor error and are considered material if individually or in aggregate they couldreasonably be expected to influence the economic decisions of users taken on the basis ofthese financial statements.
As part of an audit in accordance with the SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:
(i) 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 one resulting from error as fraud may involve collusion forgery intentionalomissions misrepresentations or the override of internal control.
(ii) Obtain an understanding of the internal controls relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under section 143(3)(i)of the Act we are also responsible for expressing our opinion on whether the company hasadequate internal financial controls system in place and the operating effectiveness ofsuch controls.
(iii) Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.
(iv) 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 upto the date of our auditor'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.
(v) Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the financial statement individuallyor in aggregate makes it probable that the economic decision of reasonable knowledgeableuser of the financial statement may be influenced.
We consider quantitative materiality and qualitative factors in (i) Planning the scopeof our audit work and in evaluating the results of our work; and (ii) to evaluate theeffect of any identified misstatements in the financial statements.
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 controls 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 reasonable be thought to bear on ourindependence and where applicable relevant 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 or when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablebe 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') asamended issued by the Central Government of India in terms of sub-section (11) of section143 of the 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 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 statement of changes in equityand Cash Flow Statement dealt with by this Report are in agreement with the books ofaccount;
d. In our opinion the aforesaid financial statements comply with the Indian accountingstandards (Ind AS) specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014;
e. On the basis of the written representations received from the directors as on 31stMarch 2019 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2019 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. Our report expresses an unmodified opinion on the adequacyand operating effectiveness of the Company's internal financial controls over financialreporting.
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 if any of pending litigations on its financialposition in its financial statements (Note no. 32).
ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.
iii. The Company is not required to transfer any amount to the Investor Education andProtection Fund.
FOR V.N. PUROHIT & CO.
Chartered Accountants Firm Regn. No. 304040E
Membership No. 014238
New Delhi the 28th day of May 2019
ANNEXURE - A TO THE AUDITOR'S REPORT
The Annexure referred to in Paragraph 1 under the heading of "Report on otherLegal and Regulatory Requirements" of our report of even date to the members of ARYAMANCAPITAL MARKETS LIMITED (the Company) for the year ended on 31st March 2019.
(i) (a) As per information and explanation given to us the Company is maintainingproper records showing full disclosures of the fixed assets;
(b) As per information and explanation given to us physical verification of fixedassets has been conducted once in a year by the management and no material discrepancieswere noticed during the course of verification;
(c) According to information and explanation given to us the company does not hold anyimmovable property during the period dealt with by this report;
(ii) As per information and explanation given to us inventory consisting of shares andsecurities which are held in dematerialized form. The same has been verified once in ayear by the management and no material discrepancies were noticed during the course ofverification;
(iii) According to information and explanations given to us the Company has notgranted unsecured loans to parties covered in register maintained under section 189 of theCompanies Act 2013 and hence provisions of this sub- clause are not applicable;
(iv) According to information and explanations given to us the Company has compliedwith the provisions of Section 185 and Section 186 of Companies Act 2013 to the extentapplicable in respect of loans advances guarantees and securities so given;
(v) According to information and explanations given to us the Company has not acceptedpublic deposits and the provision of section 73 to 76 or other relevant provisions of theCompanies Act 2013 and rules framed there under are not applicable to the Company;
(vi) According to information and explanations given to us the Company is not liableto maintain cost records as prescribed under section 148(1) of the Companies Act 2013;
(vii) (a) According to information and explanations given to us the company isgenerally regular in depositing undisputed statutory dues including income-tax and anyother applicable statutory dues to the appropriate authorities and there are nooutstanding statutory dues as on the last day of the financial year concerned for a periodof more than six months from the date they became payable;
(b) According to information and explanations given to us there are no outstandingstatutory dues on the part of Company which is not deposited on account of dispute;
(viii) According to the information and explanations given to us the Company has notdefaulted in repayment of any loans or borrowings from any financial institution bankgovernment or any dues from debenture holders;
(ix) According to information and explanations given to us the Company has not raisedmoney by way of initial public offer or further public offer. The Company has not takenany term loans and hence question of its utilization does not arise;
(x) 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 fraud by or on the Company by its officers or employees noticed or reportedduring the year nor have we been informed of such case by the management;
(xi) According to information and explanations given to us the Company has not paidmanagerial remuneration hence the provision of sub- clause (xi) of clause 3 of the orderdoes not applicable;
(xii) As per information the Company is not a Nidhi Company hence provisions of sub-clause (xii) of the Paragraph 3 of the Order are not applicable;
(xiii) According to information and explanations given to us all transactions with therelated parties are in compliance with sections 177 and 188 of Companies Act 2013wherever applicable and the details have been disclosed in the financial statements etc.as required by the applicable Indian accounting standards;
(xiv) According to information and explanations given to us the Company has not madeany preferential allotment or private placement of shares or fully or partly convertibledebentures during the year under review;
(xv) According to information and explanations given to us the Company has not enteredinto non- cash transactions with directors or persons connected with him;
(xvi) According to information and explanations given to us the Company is not a Non-Banking Financial Company and does not required to be registered under Section 45-IA ofthe Reserve Bank of India Act 1934.
|Signed for the purpose of identification |
|FOR V.N. PUROHIT & CO. |
|Chartered Accountants |
|Firm Regn. No. 304040E |
|O.P. Pareek |
|Membership No. 014238 |
|New Delhi the 28th day of May 2019 |
ANNEXURE - B TO THE AUDITOR'S REPORT
Report on the Internal Financial Controls under Clause (i) of Sub- section (3) ofSection 143 of the Companies Act 2013
We have audited the internal financial controls over financial reporting of ARYAMANCAPITAL MARKETS LIMITED as on 31st March 2019 in conjunction with our audit of thefinancial statements of the Company for the year ended on that date.
Management's Responsibility for the 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 controlsstated in the Guidance Note on Audit of Internal Financial Control over FinancialReporting issued by the Institute of Chartered Accountants of India (ICAI). Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company's policies the safeguarding ofits assets the prevention and detection of fraud and errors the accuracy andcompleteness of accounting records and the timely preparation of reliable financialinformation 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 deemed to beprescribed under Section 143(10) of the Companies Act 2013 to the extent applicable to anaudit of internal financial controls both applicable to an audit of Internal FinancialControls and both issued by the ICAI. Those Standards and the Guidance Note require thatwe comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all materialaspects. Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial control system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgment including the assessment of risks ofmaterial misstatement of the financial statements whether due to fraud or error. Webelieve that the audit evidences we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Company's internal financial controls system overfinancial 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 that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and the receipt and expenditures of the Company are being only in accordancewith authorizations of management and directors of the Company; and (3) Provide reasonableassurance regarding prevention or timely detection of unauthorised acquisition use ordisposition of the Company's assets that could have a material effect on the financialstatements.
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 could not bedetected. Also projections of any evaluation of the internal financial control overfinancial reporting to future periods are subject to the risk that the internal financialcontrols over financial reporting may became inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.
In our opinion the Company has in all material aspects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31st March 2019 based on"the internal financial controls over financial reporting criteria considering theessential components of internal control stated in the Guidance Note on Audit of InternalFinancial Controls over Financial Reporting issued by the Institute of CharteredAccountants of India".
FOR V.N. PUROHIT & CO.
Chartered Accountants Firm Regn. No. 304040E
Sd/- O.P. Pareek
Membership No. 014238
New Delhi the 28th day of May 2019