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Canopy Finance Ltd.

BSE: 539304 Sector: Financials
NSE: N.A. ISIN Code: INE095R01016
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NSE 05:30 | 01 Jan Canopy Finance Ltd
OPEN 13.00
PREVIOUS CLOSE 13.00
VOLUME 35000
52-Week high 13.00
52-Week low 12.75
P/E
Mkt Cap.(Rs cr) 12
Buy Price 12.75
Buy Qty 1000.00
Sell Price 13.00
Sell Qty 1500.00
OPEN 13.00
CLOSE 13.00
VOLUME 35000
52-Week high 13.00
52-Week low 12.75
P/E
Mkt Cap.(Rs cr) 12
Buy Price 12.75
Buy Qty 1000.00
Sell Price 13.00
Sell Qty 1500.00

Canopy Finance Ltd. (CANOPYFINANCE) - Auditors Report

Company auditors report

To the Members of Canopy Finance Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Canopy FinanceLimited ("the Company") which comprise the balance sheet as at March 312019 the statement of Profit and Loss and the statement of cash flows for the year thenended and notes to the financial statements including a summary of significantaccounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Companies Act 2013 ("the Act") in the manner so required and give a trueand fair view in conformity with the accounting principles generally accepted in India ofthe state of affairs of the company as at 31st March 2019 the profit and its cash flowsfor the year 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 Companies Act 2013. Our responsibilities under thoseStandards are further described in the Auditor's Responsibilities for the Audit of theFinancial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia (ICAI) together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Act and the Rules made thereunder and wehave fulfilled our other ethical responsibilities in accordance with these requirementsand the Code of Ethics. We believe that the audit evidence we have obtained is sufficientand appropriate 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.

Information Other than the Standalone 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 Board's Reportincluding Annexures to Board's Report Business Responsibility Report CorporateGovernance and Shareholder's Information but does not include the standalone financialstatements and our auditor's report thereon.

Our opinion on the standalone financial statements does not cover the other informationand we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements our responsibilityis to read the other information and in doing so consider whether the other informationis materially inconsistent with the standalone financial statements or our knowledgeobtained during the course of our audit or otherwise appears to be materially misstated.If based on the work we have performed we conclude that there is a material misstatementof this other information; we are required to report that fact. We have nothing to reportin this regard.

Responsibilities of Management for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statementsthat give a true and fair view of the financial position the financial performance andcash flows of the Company in accordance with the accounting principles generally acceptedin India including the accounting standards specified under section 133 of the Act. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding of the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of financial statements that give atrue and fair view and are free from material misstatement 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.

Those 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 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 SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalonefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.

• 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 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 standalone financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor's report. However future events or conditions may cause the Company to cease tocontinue as a going concern.

• Evaluate the overall presentation structure and content of the standalonefinancial statements including the disclosures and whether the standalone financialstatements represent the underlying transactions and events in a manner that achieves fairpresentation.

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.

Report on Other Legal and Regulatory Requirements

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 Companies Act 2013 we give in the "Annexure A" a statement on the mattersspecified in paragraph 3 and 4 of the Order to the extent applicable and as required byNon-Banking Financial Company Auditors' Report (Reserve Bank) Directions 1998 we give thereport in the "Annexure B".

As required by section 143(3) of the Act we report that:

We have sought and obtained all the information and explanations which to the best ofour Knowledge and belief were necessary for the purposes of our audit.

a. 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;

b. 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;

c. In our opinion the aforesaid Standalone financial statements comply with theAccounting Standards specified under section 133 of the Act read with rule 7 of theCompanies (Accounts) Rules 2014.

d. On the basis of 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 termsof Section 164(2) of the Act.

e. 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 C".

f. 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 best of our information and according to the explanation given to us -

i) The company has no pending litigation which would impact its financial position.

ii) The company did not have any long-term contracts including derivative contracts forwhich 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.

For A. Saraogi & Associates
Chartered Accountants
FRN No: 322993E
Place: Mumbai
Date: 25/05/2019
sd/- Anneel Saraogi
(Partner)
Anneel Saraogi
Membership No: - 057545

Annexure A to Independent Auditors' Report

(Referred to in paragraph 1 under the heading of "Report on Other Legal andRegulatory Requirements" of our report of even date)

1) In respect of fixed assets of the Company:

(a) Based on our scrutiny of the Company's Book of Account and other records andaccording to the information and explanations received by us from the management we areof the opinion that the question of commenting on maintenance of proper records of fixedassets and physical verification of fixed assets does not arise since the company had nofixed assets as on 31st March 2019 nor at any time during the financial year ended on31st March 2019.

(b) According to the information and explanations received by us as the company ownsno immovable properties the requirement on reporting whether title deeds is held in thename of the company or not is not applicable.

2) In respect of its inventories of the Company :

Physical verification of inventory has been conducted by the management at reasonableintervals as required under clause 3(ii) of the Order.

3) In respect of the loans secured or unsecured granted by the Company to companiesfirms limited liability partnerships or other parties covered in the register maintainedunder section 189 of the Act if so:

(a) In our opinion and according to the information and explanations given to us theterms and conditions of the grant of such loans are not prejudicial to the company'sinterest.

(b) In our opinion and according to the information and explanations given to us theparties have repaid the principal amounts and interest as stipulated in schedule ofrepayment and have also been regular in the payment of interest and repayment of principleto the company.

(c) Since the parties are regular in repayment of principal amount and also regular inpayment of interest the provisions of clause 3(iii)(c) with relating to recovery of loanare not applicable.

4) In our opinion and according to the information and explanations given to us theprovisions of Section 185 and 186 of the Companies Act 2013 in respect of loansinvestments guarantees and security have been complied with.

5) In our opinion and according to the information and explanations given to us thecompany has not accepted deposits during the year and does not have any unclaimeddeposits. Therefore the provisions of the clause 3(v) of the Order are not applicable tothe Company.

6) The provision of clause 3(vi) of the order are not applicable to the company as thecompany is not covered by the companies (Cost Records and Audit) Rules 2014.

7) According to the information and explanation given to us in respect of statutorydues:

(a) The Company has generally been regular in depositing undisputed statutory duesincluding Income Tax Goods and Services Tax Cess and other material statutory duesapplicable to it with the appropriate authorities.

(b) There were no undisputed amounts have been paid in respect of Income Tax Goods andService Tax.

8) As the company does not have any borrowings or loans from any financial institutionbank or governments nor it has issued any debentures as at the balance sheet date theprovisions of Clause 3(viii) of the Order are not applicable to the company.

9) According to the information and explanations given to us the Company did not raisemoney by way of initial public offer or further public offer (including debt instruments)and term loan during the year nor does it have any loan amount lying outstanding as atthe beginning of the year.

10) To the best of our knowledge and belief and according to the information andexplanations given to us no fraud by the company or any material fraud on the Company byits officers/employees has been noticed or reported during the year.

11) In our opinion and according to the information and explanations given to us thecompany has been paid in accordance with the requisite mandated as per the provisions ofsection 197 read with Schedule V to the Companies Act 2013.

12) Having regard to the nature of the Company's business/activities during the yearprovisions of Clause 3(xii) of the Order relating to Nidhi Company are not applicable tothe Company

13) In our opinion and according to the information and explanations given to us alltransactions with the related parties are in compliance with Section 177 and 188 ofCompanies Act 2013 where applicable and the details have been disclosed in the FinancialStatements etc as required by applicable accounting standards.

14) The company has not made preferential allotment/private placement of shares orfully or partly convertible debentures during the year under review. Therefore theprovisions of Clause 3(xiv) of the Order are not applicable to the Company.

15) In our opinion and according to the information and explanations given to us thecompany has not entered into any non-cash transactions with directors or persons connectedwith him. Therefore provision of clause 3(xv) of the order are not applicable to thecompany.

16) In our opinion and according to the information and explanations given to us thecompany has obtained registration under section 45-IA of the Reserve Bank of India Act1934 and a separate report in Annexure B is enclosed herewith.

For A. Saraogi & Associates
Chartered Accountants
FRN No: 322993E
Place: Mumbai sd/- Anneel Saraogi
Date: 25/05/2019 (Partner)
Anneel Saraogi
Membership No: - 057545

Annexure B to the Audit Report

Relating to Non Banking Financial Company Auditor's Report (Reserve Bank) Directions1998 of Canopy Finance Limited

According to the information and explanation given to us and on the basis of test checkcarried on by us during the course of the audit of the company for the year ended 31stMarch 2019 our reports on the matters as specified under para 3A and 3C of Non BankingFinancial Company Auditor's Report (Reserve Bank) Directions 1998 is as follows:

(a) The company is a registered Non Banking Financial Company within the meaning ofsection 45(1A) of the Reserve Bank of India Act (2 of 1934) and has received certificateof registration having registration no. B-08.00211.

(b) The board of directors of company has passed the resolution for non acceptance ofany public deposits.

(c) The company has not accepted any public deposits during the previous year ended on31.03.2019.

(d) As reported the company has complied with the prudential norms relating to incomerecognition accounting standards and asset classification and provisioning of bad anddoubtful debts as applicable to it.

(e) The Company has made provision on Standard Assets @0.25% for the current financialyear.

(f) The Company has incurred loss and therefore not transferred 20% of the profitearned during the year to special reserve fund.

For A. Saraogi & Associates
Chartered Accountants
FRN No: 322993E
Place: Mumbai sd/- Anneel Saraogi
Date: 25/05/2019 (Partner)
Anneel Saraogi
Membership No: - 057545

Annexure C to Independent 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 M/s CanopyFinance Limited ("the Company") as of March 31 2019 in conjunction with ouraudit of the financial statements of the Company for the year 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. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe 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 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 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 to the best of our information and according to the explanation givento us the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 31 2019 based on Guidance Note on Auditof Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India.

For A. Saraogi & Associates
Chartered Accountants
FRN No: 322993E
Place: Mumbai sd/- Anneel Saraogi
Date: 25/05/2019 (Partner)
Anneel Saraogi
Membership No: - 057545