To the Members of CLIO INFOTECH LIMITED
Report on the audit of standalone financial statements Opinion
We have audited the accompanying Standalone Financial Statements of Clio InfotechLimited ("the Company") which comprises the Balance Sheet as at March 312019the Statement of profit and loss and Statement of cash flows for the year then ended andNotes to the standalone 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 in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India of the state ofaffairs of the Company as at March 31 2019 and its loss and its cash flows for the yearended 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 theStandalone Financial Statements section of our report. We are independent of the Companyin accordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thestandalone financial statements under the provisions of the Companies Act 2013 and therules thereunder and we have fulfilled our other ethical responsibilities in accordancewith these requirements and the Code of Ethics.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide 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 below to be key audit matters to be communicated inour report -
|S.No. ||Key Audit Matters ||Procedure Performed / Auditors Response |
|1 ||Revenue Recognition ||We have verified the process to identify he impact of the new revenue accounting standard. After reviewing the same we inform that there is no material impact of new revenue accounting standard and the Company can continue with its existing accounting practice. Performed confirmation procedures & obtained the same. |
| ||Only Income earned by the company is Interest Income. Same is recognized on timely basis & only upon there is nouncertainity as to its measurability or collectability. || |
|2 ||Appropriateness of Current and Non-Current Classification ||For the purpose of current & non-current classification the Company has considered its normal operating cycle as 12 Months and the same is based on services provided acquisition of assets or inventory their realization in cash and cash equivalents. |
| || ||The classification is either done on basis of documentary evidence and if not then on the basis of managements best estimate of period in which asset would be realized or liability would be settled. |
Information other than the standalone financial statements and Auditors' report thereon("Other Information")
The Company's management and Board of Directors are responsible for the otherinformation. The other information comprises the information included in the Company'sannual report but does not include the standalone financial statements and our auditors'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 in the audit or otherwise appears to 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 Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated in section134(5) of the Companies Act 2013("the Act") with respect to the preparation ofthese standalone financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India including the accounting Standardsspecified under section 133 of the Act. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingof the assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate implementation and maintenance ofaccounting 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 the standalone financialstatement that give a true and fair view and are free from material misstatement whetherdue to fraud or error.
In preparing the standalone financial statements management is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.
The Board of Directors are also responsible for overseeing the company's financialreporting process.
Auditor's Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalonefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these standalone 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 control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under section 143(3)(i)of the Companies Act 2013 we are also responsible for expressing our opinion on whetherthe company 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.
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 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 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 bythe Central Government in terms of Section 143(11) of the Companies Act 2013 we give in'Annexure A' a statement on the matters specified in paragraphs 3 and 4 of the Order tothe extent applicable.
2. 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 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 Statement of Changes in Equity and the Statement of Cash Flows dealt with by thisReport are in agreement with the books of account.
d) in our opinion the aforesaid standalone financial statements comply with the IndianAccounting Standards prescribed under Section 133 of the Act.
e) on the basis of the written representations received from the directors of theCompany as on March 31 2019 taken on record by the Board of Directors none of thedirectors are disqualified as on March 31 2019 from being appointed as a director interms of Section 164(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'.
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 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 the pending litigations if any on itsstandalone financial position in the standalone financial statements- Please refer Note20(11) to the Standalone Financial Statements.
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 required to be transferred to the Investor Education andProtection Fund by the Company.
IV. The reporting on disclosures relating to Specified Bank Notes is not applicable tothe Company for the year ended March 31 2019.
3. With respect to the matter to be included in the Auditors' Report under section197(16) of the Act:
In our opinion and according to the information and explanations given to us theremuneration paid by the Company to its directors during the current year is in accordancewith the provisions of Section 197 of the Act. The remuneration paid to any director isnot in excess of the limit laid down under Section 197 of the Act. The Ministry ofCorporate Affairs has not prescribed other details under Section 197(16) of the Act whichare required to be commented upon by us.
FOR KRIPLANI MILANI & CO.
FRN No. 130461W
Bharat R. Kriplani
Date : 30/05/2019
Place : Mumbai
Mem. No. 134969
ANNEXURE "A" TO THE INDEPENDENT AUDITORS' REPORT
[Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements'in the Independent
Auditors Report of even date]
The Annexure referred to in our Independent Auditors' Report to the members of theCompany on the standalone financial statements for the year ended 31 March 2019 we reportthat:
(i) . In respect of its fixed assets:
a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.
b) As explained to us all the fixed assets have been physically verified by themanagement in a phased periodical manner which in our opinion is reasonable havingregard to the size of the Company and nature of its assets. According to the informationand explanation given to us no material discrepancies were noticed on such physicalverification.
(ii) . In respect of its inventories:
The management has conducted physical verification of inventory at reasonable intervalsduring the year and no material discrepancies were noticed on such physical verification.
(iii) . According to the information and explanations given to us the Company hasgranted Interest-Free loans secured or unsecured to one company firms or other partiescovered in the Register maintained under Section 189 of the Companies Act 2013 inrespect of which:
(a) The terms of arrangements do not stipulate any repayment schedule and the loan isInterest Free and is repayable on demand. Accordingly paragraph 3(iii)(b) of the Order isnot applicable to the Company in respect of repayment of the principal amount.
(b) There is no amount overdue for more than 90 days at the balance sheet date.
(iv) . In our opinion and according to the information and explanations given to usthe Company has almost complied with the provisions of Sections 185 and 186 of theCompanies Act 2013 in respect of grant of loans making investments and providingguarantees and securities as applicable except in granting of small temporary interestfree advance of Rs.1Lakh to Director's Firm.
(v) . According to the information and explanations given to us the Company has notaccepted any deposit from the
public. Therefore the provisions of Clause (v) of paragraph 3 of the CARO 2016 are notapplicable to the Company.
(vi) . As informed to us the maintenance of Cost Records has not been specified by theCentral Government of India under subsection(1) of Section 148 of the Act in respect ofthe activities carried on by the company and accordingly paragraph 3 (vi) of the order isnot applicable.
(vii) . In respect of statutory dues:
a) According to the information and explanations given to us and on the basis ofrecords of the Company undisputed statutory dues including Provident Fund Employees'State Insurance Income-Tax Sales Tax Service Tax Goods and Service Tax Customs DutyExcise Duty Value Added Tax Cess and other material statutory dues have been generallyregularly deposited with the appropriate authorities;
b) According to the information and explanations given to us no undisputed amountspayable in respect of the aforesaid dues were outstanding as at March 31 2019 for aperiod of more than six months from the date of becoming payable.
c) According to the information and explanation given to us there are no dues ofincome tax sales tax service tax goods and service tax duty of customs duty ofexcise value added tax outstanding on account of any dispute
(viii) . According to the information and explanations given to us the Company has nottaken loans or borrowings from a financial institution or bank or government or has anydues to debenture holders. Accordingly the provisions of clause 3 (viii) of the Order arenot applicable to the Company.
(ix) . According to the information and explanations given by the management theCompany has not raised any money by way of initial public offer/further public offer/debtinstruments and term loans hence reporting under clause 3 (ix) is not applicable to theCompany.
(x) . To the best of our knowledge and according to the information and explanationsgiven by the management we report that no fraud by the Company or no material fraud onthe Company by the officers and employees of the Company has been noticed or reportedduring the year.
(xi) . According to the information and explanations given by the management themanagerial remuneration has been paid /provided in accordance with the requisite approvalsmandated by the provisions of Section 197 read with Schedule V to the Companies Act2013.
(xii) .In our opinion the Company is not a nidhi company. Therefore the provisions ofclause 3 of the order are not applicable to the Company.
(xiii) . According to the information and explanations given by the managementtransactions 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 notes tothe financial statements as required by the applicable accounting standards.
(xiv) .During the year the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures and hence reporting underclause (xiv) of the Order is not applicable to the Company.
(xv) . In our opinion and according to the information and explanations given to usduring the year the Company has not entered into any non-cash transactions with itsdirectors or directors of its holding subsidiary or associate company or personsconnected with them and hence provisions of Section 192 of the Companies Act 2013 are notapplicable.
(xvi) . In our opinion the company is not required to be registered under section 45IA of the Reserve Bank of India Act 1934 and accordingly the provisions of clause 3(xvi) of the Order are not applicable to the Company.
FOR KRIPLANI MILANI & CO.
FRN No. 130461W
Bharat R. Kriplani
Date : 30/05/2019
Place : Mumbai
Mem. No. 134969
ANNEXURE "B" TO AUDITORS' REPORT
[Referred to in Clause (f) in paragraph 2 under 'Report on Other Legal and RegulatoryRequirements' in the Independent Auditors Report of even date]
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 CLIOINFOTECH LIMITED ("the Company") as of March 31 2019 in conjunction withour audit of the Standalone financial statements of the Company for the year ended on thatdate.
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.
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 included obtaining anunderstanding of internal financial controls over financial reporting assessing the riskthat a material weakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The procedures selecteddepend on the auditor's judgment including the assessment of the risks of materialmisstatement 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 systemwith reference to financial statements.
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 thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures 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
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.
In our opinion the Company has in all material respects an adequate internalfinancial controls system with reference to Standalone Financial Statements and suchinternal financial controls with reference to Standalone Financial Statements wereoperating effectively as at March 31 2019 based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting issued by the Institute of Chartered Accountants of India.
FOR KRIPLANI MILANI & CO.
FRN No. 130461W
Bharat R. Kriplani
Date : 30/05/2019
Place : Mumbai
Mem. No. 134969