TO THE MEMBERS'OF CSL FINANCE LIMITED
Report on the Audit of the Standalone Financial Statements
We have audited the standalone financial statements of CSL FINANCE LIMITED("the Company") which comprise the Balance Sheet as at 31 March 2019 andthe statement of Profit and Loss and Cash Flow Statement for the year st ended and notesto the financial statements including a summary of significant accounting policies andother 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 Actin the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at 31 March 2019 and profit/loss and its cash flows for the year ended on that date.st
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 together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Companies Act 2013 and the Rulesthereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics. We believe thatthe audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.
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 financialstatements 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 accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statements that give a true and fair viewand are free from material misstatement whether due to fraud or error.
In preparing the financial statements 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 also 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
SAs will always detect a material misstatement when it exists. Misstatements can arisefrom fraud 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. Also Refer "Annexure A" to this auditreport.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1 As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Companies Act 2013 we give in the "Annexure B" a statement on the mattersspecified in paragraphs 3 and 4 of the Order to theextent 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 keptby theCompany so far as it appears from our examination of those books.
(c) 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.
(d) 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.
(e) On the basis of the written representations received from the directors as on 31March 2019 taken on record st by the Board of Directors none of the directors isdisqualified as on 31 March 2019 from being appointed as st a director in terms ofSection 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 C".
(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. TheCompany has disclosed the impact of pending litigations on its financial position in itsfinancial statements Refer to Note 22(a)(A)(iii)(a) to the financial statements. ii. TheCompany did not have any long-term contracts including derivativecontracts for which therewere any material foreseeable losses. iii. There were no amounts required to betransferred to the Investor Education and Protection Fund by the Company.
|For Aggarwal & Rampal |
|Chartered Accountants |
|FRN: 003072N |
|Vinay Aggarwal |
|M.No.- 082045 |
|Place: New Delhi |
|Date: 16 May 2019 th |
ANNEXURE-A TO THE INDEPENDENT AUDITORS' REPORT
REPORT ON THE AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS
As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statementswhether due to fraud or error design and perform audit procedures responsive to thoserisks and obtain audit evidence that is sufficient and appropriate to provide a basis forour opinion. The risk of not detecting a material misstatement resulting from fraud ishigher than for one resulting from error as fraud may involve collusion forgeryintentional omissions misrepresentations or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to designaudit procedures that are appropriate in the circumstances. Under section 143(3)(i) of theCompanies Act 2013 we are also responsible for expressing our opinion on whether thecompany has adequate internal financial controls system in place and the operatingeffectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concernbasis ofaccounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe financial statements or if such disclosures are inadequate to modify our opinion.Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.
Evaluate the overall presentation structure and content of the financial statementsincluding the disclosures and whether the financial statements represent the underlyingtransactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding among othermatters 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 them allrelationships 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.
| ||For Aggarwal & Rampal |
| ||Chartered Accountants |
| ||FRN: 003072N |
|Place: New Delhi ||Sd/- |
|Date: 16 May 2019 th ||Vinay Aggarwal |
| ||Partner |
| ||M.No.- 082045 |
ANNEXUREB TO THE INDEPENDENT AUDITORS' REPORT
ANNEXURE-B REFERRED TO IN OUR AUDIT REPORT OF EVEN DATE OF CSL FINANCE LIMITEDPURSUANT TO THE COMPANIES (AUDITORS' REPORT) ORDER 2016 ON THE ACCOUNTS FOR THE YEAR ENDED31 MARCH 2019 st i. (a) The Company has updated its records of fixed assets showingfull particulars including quantitative details and situation of Fixed Assets.
(b) According to information and explanations given to us the fixed assets arephysically verified by the management on annual basis which is our opinion is reasonablehaving regard to the size of the company and nature of its assets. As per information andexplanations given to us no material discrepancies were noticed on such verification.
(c) According to information and explanations given to us on the basis of the companydoes not have any immovable property as its fixed assets hence clause (i) (c) ofparagraph 3 of the Order is not applicable to the Company. ii. According to informationand explanations given to us during the financial year there is no inventory of sharesheld as stock-in-trade. Accordingly paragraph 3(ii) of the Order is not applicable. iii.The Company has granted unsecured loan to one company covered in the Register maintainedunder section 189 of the Companies Act. 2013. a) In our opinion the rate of interest andother terms and conditions on which loan has been granted to the body corporate covered inthe register maintained under section 189 of the Companies Act 2013 were not prima facie prejudicial to the interest of the Company. b) In the case of loans granted to bodycorporate covered in the register maintained under section 189 of the Companies Act 2013the borrower has been regular in the payment of interest. The terms of arrangement doesnot stipulate any repayment schedule and the loans were repayable on demand. c) Theprincipal and interest has been received in full and no amount is outstanding. iv. In ouropinion and according to the information and explanations givento us the Company hascomplied with the provisions of section 185 and 186 of the Act with respect to the loansand investments made. v. In our opinion and according to the information and explanationgiven to us the company has not accepted any deposits in terms of the relevant provisionsof the Companies Act 2013 (and rules made thereunder) and/or the guidelines/provisionslaid down by the RBI. vi. The Central Government has not prescribed the maintenance ofcost records under sub section (1) of section 148 of the Companies Act 2013 for any ofthe activities of the company. vii (a) The Company is generally regular in depositing withappropriate authorities undisputed statutory dues including provident fund investoreducation protection fund employee's state insurance income tax sales tax wealth taxcustom duty excise-duty cess and other statutory dues applicable to it. According to theinformation and explanations given to us there are no undisputed statutory dues wereoutstanding as at 31 March 2019 for a period of more than six months from the date theybecame payable. st (b) According to the information and explanations given to us thereare no dues of income tax/Sales tax/Wealth tax/Service tax/Custom duty/Excise duty/Cesswhich have not been deposited on account of any dispute except the following:
|Name of the Statute ||Nature of dues ||Assessment Year ||Deposit (र) ||Forum where appeal is pending |
|Income Tax Act 1961 ||Income Tax ||2006-07 ||5.95 (Deposited under Protest) ||Income Tax Appellate Tribunal- Delhi |
|Income Tax Act 1961 ||Income Tax ||2009-10 ||1.26 (Deposited under Protest) ||Commissioner of Income Tax Delhi (Appeals) |
|Income Tax Act 1961 ||Income Tax ||2014-15 ||17.64 (Deposited under Protest) ||Commissioner of Income Tax Delhi (Appeals) |
viii. According to the information and explanations given to us the company has notdefaulted in repayment of loan or borrowing from any financial institution or bank or duesto debenture holders. ix. The Company did not raise any money by way of initial publicoffer or further public offer (including debt instruments). And term loans raised duringthe year were applied for the purpose for which those are raised. x. According to theinformation and explanations given to us no material fraud by the Company or on theCompany by its officers or employees has been noticed or reported during the course of ouraudit. xi. According to the information and explanations give to us and based on ourexamination of the records of the Company the Company has paid/provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofsection 197 read with Schedule V tothe Act. xii. In our opinion and according to theinformation and explanations given to us the Company is not a Nidhi company. Accordinglyparagraph 3(xii) of the Order is not applicable. xiii. According to the information andexplanations given to us and based on our examination of the records of the Companytransactions with the related parties are in compliance with sections 177 and 188 of theAct where applicable and details of such transactions have been disclosed in the financialstatements as required by the applicable accounting standards. xiv. According to theinformation and explanations given to us and based onour examination of the records of thecompany The Company had made an 150000 allotment of warrants in the previous year whichare to be converted to equity shares on payment of balance consideration on privateplacement basis. During the year company has allotted 100000 equity shares upon theconversion of the 100000 warrants and balance 50000 warrants on account of non-receiptof balance payment is forfeited by the company & transferred to Capital Reserve Fundof the company. Refer Note-3 to the financial statements. xv. According to the informationand explanations given to us and based on our examination of the records of the Companythe Company has not entered into non-cash transactions with directors or persons connectedwith him. Accordingly paragraph 3(xv) of the Order is not applicable. xvi. The Company isNon Banking Finance Company and is already registered under section 45-IA of the ReserveBank of India Act 1934.
|For Aggarwal & Rampal |
|Chartered Accountants |
|FRN: 003072N |
|Vinay Aggarwal |
|M.No.- 082045 |
|Place: New Delhi |
|Date: 16 May 2019 th |
ANNEXURE C TO THE 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 CSLFINANCE LIMITED ("the Company") as of 31st March 2019 in conjunction withour audit 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 (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 frauds and errors the accuracy andcompleteness of the 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 deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.
MEANING OF INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING
A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance 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 maybecome 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 reportingwere operating effectively as at 31st March 2019 based on theinternal control over financial reporting criteria established bythe Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over financial Reporting issued by the Institute of CharteredAccountants of India.
|Place: New Delhi ||Vinay Aggarwal Partner M.No.- 082045 |
|Date: 16 May 2019 th || |