TO THE MEMBERS OF AYOKI MERCHANTILE LIMITED
Report on the Audit of the Financial Statements
We have audited the accompanying financial statements of Ayoki Merchantile Limited("the Company") which comprise the Balance Sheet as at March 31 2019 theStatement of Profit and Loss (including Other Comprehensive Income) the Statement ofChanges in Equity and the Statement of Cash Flows for the year ended on that date and asummary of the significant accounting policies and other explanatory information(hereinafter referred to as "the financial statements"). In our opinion and tothe best of our information and according to the explanations given to us the aforesaidfinancial statements give the information required by the Companies Act 2013 ("theAct") in the manner so required and give a true and fair view in conformity with theIndian Accounting Standards prescribed under section 133 of the Act read with theCompanies (Indian Accounting Standards) Rules 2015 as amended ("Ind AS") andother accounting principles generally accepted in India of the state of affairs of theCompany as at March 31 2019 the profit and total comprehensive income changes in equityand its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit of the financial statements in accordance with the Standards onAuditing specified under section 143(10) of the Act (SAs). Our responsibilities underthose Standards are further described in the Auditor's Responsibilities for the Audit ofthe Standalone Financial Statements section of our report. We are independent of theCompany in accordance with the Code of Ethics issued by the Institute of CharteredAccountants of India (ICAI) together with the independence requirements that are relevantto our audit of the standalone financial statements under the provisions of the Act andthe Rules made thereunder and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the ICAI's Code of Ethics. We believe that theaudit evidence we have obtained is sufficient and appropriate to provide a basis for ouraudit opinion on the financial statements.
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 wholeand in forming our opinion thereon and we do not provide a separate opinion on thesematters. We have determined the following matter to be the key audit matter to becommunicated in our Report.
|Key Audit Matter ||Auditor's Response |
|Name of Statute: Income Tax Act 1961. ||According to the information and explanations given to us the dues in respect of Income Tax have not been deposited with appropriate authority further as informed to us the company does not have any Income Tax paper regarding IT Demand for A.Y. 1985-86 of Rs. 260964/- |
|Nature of dues: Demand of Rs. 260964/as per Intimation U/s 143(1) dated 21/03/1987 not accepted by the management. Period to which relates: A.Y. 1985-86. || |
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 thefinancial statements does not cover the other information and we do not express any formof assurance conclusion thereon. In connection with our audit of the financial statementsour responsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the financial statements or ourknowledge obtained during the course of our audit or otherwise appears to be materiallymisstated. 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 total comprehensiveincome changes in equity and cash flows of the Company in accordance with the Ind AS andother accounting 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 misstatementwhether due to fraud or error. In preparing thefinancial statements management is responsible for assessing the Company's ability tocontinue as a going concern disclosing as applicable matters related to going concernand using the going concern basis of accounting unless management either intends toliquidate the Company or to cease operations or has no realistic alternative but to doso. The Board of Directors are responsible for overseeing the Company's financialreporting process.
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 weexercise professional judgment and maintain professional scepticism throughout the audit.
Identify and assess the risks of material misstatement of the financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.
Obtain an understanding of internal financial controls relevant to the audit inorder to 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 reasonablenessof accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists to events or conditions that may cast significant doubt on the Company's ability tocontinue as a going concern. If we conclude that a material uncertainty exists we arerequired to draw attention in our auditor's report to the related disclosures in thefinancial statements or if such disclosures are inadequate to modify our opinion. Ourconclusions 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 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 statements thatindividually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the financial statements maybe influenced. We considerquantitative materiality and qualitative factors in (i) planning the scope of our auditwork and in evaluating the results of our work; and (ii) to evaluate the effect of anyidentified 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 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 withthose charged with governance we determine those matters that were of most significancein the audit of the financial statements of the current period and are therefore the keyaudit matters.
We describe these matters in our auditor's report unless law or regulation precludespublic disclosure about the matter or when in extremely rare circumstances we determinethat a matter should not be communicated in our report because the adverse consequences ofdoing so would reasonably be expected to outweigh the public interest benefits of suchcommunication.
Report on Other Legal and Regulatory Requirements
1. As required by Section 143(3) of the Act based on our audit we report that:
a) We have sought and obtained all the information and explanations which to the bestof 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 Statement of Changes in Equity and the Statement of Cash Flow dealt with by thisReport are in agreement with the relevant books of account.
d) In our opinion the aforesaid financial statements comply with the Ind AS specifiedunder 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 2019 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2019 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". Our report expresses an unmodifiedopinion on the adequacy and operating effectiveness of the Company's internal financialcontrols over financial 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:
In our opinion and to the best of our information and according to the explanationsgiven to us the remuneration paid by the Company to its directors during the year is inaccordance with the provisions of section 197 of the Act.
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 has disclosed the impact of pending litigations on its financialposition in its financial statements.
ii. The Company doesn't have any long term contracts including derivative contractsrequiring provision for material foreseeable losses.
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 ("the Order")issued by the Central Government in terms of Section 143(11) of the Act we give in "AnnexureB" a statement on the matters specified in paragraphs 3and 4 of the Order.
| ||For and on behalf of |
| ||K. J. Shah & Associates |
| ||Chartered Accountants. |
| ||FRN :. 127308W |
|Place: Mumbai ||(K.J.Shah) |
|Date: 29/05/2019 ||Proprietor |
| ||Membership No:. 030784. |
Annexure - A
(Referred to in Paragraph 1(f) of the Report on Other Legal and RegulatoryRequirements' in our report of even date)
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) ofSub Section 3 of Section 143 of the Companies Act 2013 ("the Act")
1. We have audited the internal financial controls over financial reporting of AyokiMerchantile Limited ("the Company") as of 31 March 2019 in conjunction with ouraudit of the Ind AS financial statements of the Company for the year ended on that date.
Management's Responsibility for Internal Financial Controls
2. The Company's management is responsible for establishing and maintaining internalfinancial controls based on internal controls over financial reporting criteriaestablished by the company considering the essential components of internal controlsstated in the Guidance Note on Audit of Internal Financial Controls over FinancialReporting issued by the Institute of Chartered Accountants of India ("ICAI").These responsibilities include 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 frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Companies Act 2013 (" the Act").
3. Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit with theGuidance Note on Audit of Internal Financial Controls over Financial Reporting (the"Guidance Note") and the Standards on Auditing deemed to be prescribed underSection 143 (10) of the Act to the extent applicable to an audit of internal financialcontrols both applicable to an audit of internal financial controls and both issued byICAI. Those Standards and the Guidance Note require that we comply with the 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.
4. Our audit involves performing procedures to obtain audit evidence about the adequacyof the 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 risk ofmaterial misstatement of the Ind AS financial statements whether due to fraud or error.
5. 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 control systemover financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
6. A company's internal financial controls over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability if financial reportingand the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures 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
7. 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 controlsover 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 31 March 2019 based on theinternal controls over financial reporting criteria established by the Company consideringthe essential components of internal controls stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial reporting issued by ICAI.
| ||For and on behalf of |
| ||K. J. Shah & Associates |
| ||Chartered Accountants. |
| ||FRN :. 127308W. |
| ||K. J. Shah |
|PlaceMumbai ||Proprietor |
|Date : 29.05.2019 ||Membership No.030784. |
ANNEXURE B TO THE INDEPENDENT AUDITORS' REPORT
Referred to in paragraph 2 of the Independent Auditors' Report of even date to themembers of AYOKI MERCHANTILE LIMITED on the financial statements as of and for the yearended March 312019.
1. (a) The Company doesn't have any Fixed Assets. Therefore the provision of clause3(i)(a) (i)(b) (i)(c) are not applicable.
2. The company is providing Consultancy and other Services. Therefore the provision ofclause 3(ii) is not applicable.
3. According to the information and explanations given to us and on the basis of ourexamination of the books of account the company has not granted any loans secured orunsecured to the companies firms Limited Liability Partnership and other parties listedin the register maintained under section 189 of the Companies Act 2013. Therefore theprovision of the clause 3 (iii) (iii)(a) (iii)(b) and (iii)(c) of the said order are notapplicable to the company.
4. The company has not granted any loans or made any Investments or provided anyguarantee or security to the parties covered under section 185 and 186. Therefore theprovision of the clause 3(iv) of the said order are not applicable to the company.
5. The company has not accepted any deposit from the public within the meaning ofsection 73 74 75 and 76 of the Companies Act 2013 and rules framed there under to theextent notified.
6. As informed to us the Central Government has not prescribed maintenance of costrecord under sub section (1) of section 148 of the Act.
7(a) According to the record information and explanations given to us in respect ofstatutory dues the company is generally regular in depositing with appropriateauthorities undisputed amount of provident fund employee state insurance Income TaxSales Tax Custom duty Excise duty Service Tax Cess and other statutory duesapplicable to it and no undisputed amount payable were outstanding as at March 31 2019for a period of more than Six months from the date they become payable.
(b) According to the information and explanations given to us the dues in respect ofIncome Tax have not been deposited with appropriate authority further as informed to usthe company does not have any Income Tax paper regarding IT Demand for A.Y. 1985-86 of Rs.260964/- Details of the disputed amount as under.
Name of Statute: Income Tax Act 1961.
Nature of dues: Demand of Rs. 260964/as per Intimation U/s 143(1) dated21/03/1987 not accepted by the management.
Period to which relates: A.Y. 1985-86.
8. According to the records of the company examined by us and the Information andexplanation given to us the company does not have any loans or borrowings from anyFinancial Institution Bank Government or debenture holders during the year. Accordinglythe provision of Clause 3(viii) of the order is not applicable to the company.
The company has not raised any moneys by way of initial public offer further publicoffer (Including debt instruments) and Term Loans. Accordingly the provision of Clause3(ix) of the 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 explanation given to us we have neither come across anyinstant 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 for Managerial Remuneration as per the provision ofSec 197 read with Schedule V of the Companies Act.
12. As the company is not a Nidhi Company and the Nidhi Rules 2014 are not applicableto it. The Provision of clause 3(xii) of the order are not applicable to the company.
13. The company has entered into Transaction with related parties in compliance withthe provisions of section 177 and 188 of the Act. The details of such related partytransaction have been disclosed in the Financial Statement as required under AccountingStandard (AS) 18. Related Party Disclosers specified under section 133 of the Act readwith rule 7 of the Companies (Accounts) Rules 2014.
14. During the year the Company has not made any preferential allotment or privateplacement of Shares or fully or partly convertible Debentures during the year underreview. Accordingly the provision of Clause 3(xiv) of the order are not applicable to thecompany.
15. The Company has not entered into any Non Cash Transaction with its Directors orperson connected with him during the year. Accordingly the provision of the Clause 3 (xv)of the order are not applicable to the company.
16. The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934. Accordingly the provision of the Clause 3 (xvi) of the order arenot applicable to the company
| ||For and on behalf of |
| ||K. J. Shah & Associates |
| ||Chartered Accountants. |
| ||FRN :. 127308W. |
|Place: Mumbai ||(K.J. Shah) |
|Date: 29/05/2019 ||Proprietor |
| ||Membership No.:- 030784. |