To the Members of Dhani Services Limited (formerly known as IndiabullsVentures Limited)
Report on the Audit of the Standalone Financial Statements
1. We have audited the accompanying standalone financial statementsof Dhani Services Limited (formerly known as Indiabulls Ventures Limited) (theCompany) which comprise the Balance Sheet as at 31 March 2021 the Statement of Profitand Loss (including Other Comprehensive Income) the Cash Flow Statement the Statement ofChanges in Equity for the year then ended and a summary of the significant accountingpolicies and other explanatory information.
2. In our opinion and to the best of our information and accordingto the explanations given to us the aforesaid standalone financial statements give theinformation required by the Companies Act 2013 (the Act) in the manner so required andgive a true and fair view in conformity with the accounting principles generally acceptedin India including Indian Accounting Standards (Ind AS) specified under section 133 of theAct of the state of affairs of the Company as at 31 March 2021 and its loss (includingother comprehensive income) its cash flows and the changes in equity for the year endedon that date.
Basis for Opinion
3. We conducted our audit in accordance with the Standards onAuditing specified under section 143(10) of the Act. Our responsibilities under thosestandards are further described in the Auditors 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 (ICAI) together with the ethical requirements that are relevant to our audit of thestandalone financial statements under the provisions of the Act and the rules thereunderand we have fulfilled our other ethical responsibilities in accordance with theserequirements and the Code of Ethics. We believe that the audit evidence we have obtainedis sufficient and appropriate to provide a basis for our opinion.
Emphasis of Matter - Registration with Reserve Bank of India (RBI)
4. We draw attention to note 46 to the accompanying standalonefinancial statements regarding the Company's requirement of obtaining the Certificate ofRegistration (CoR) from Reserve Bank of India (RBI) as a Non-Banking Financial Company(NBFC) under the category of Core Investment Company (CIC) which is currently beingevaluated by the management. The management is of the view that the possiblenon-compliance with such requirements is not expected to have a material impact on theaccompanying standalone financial statements. Our opinion is not modified in respect ofthis matter.
Emphasis of Matter - Effects of COVID 19 pandemic
5. We draw attention to note 53 to the accompanying standalonefinancial statements which describes the uncertainties relating to COVID-19 pandemic andimpact on the standalone financial position of the Company as at 31 March 2021 the extentof which is dependent on future developments. Our opinion is not modified in respect ofthis matter.
Key Audit Matter
6. Key audit matters are those matters that in our professionaljudgment were of most significance in our audit of the standalone financial statements ofthe current period. These matters were addressed in the context of our audit of thestandalone financial statements as a whole and in forming our opinion thereon and we donot provide a separate opinion on these matters. We have determined that there are no keyaudit matters to communicate in our report.
Information other than the Standalone Financial Statements and AuditorsReport thereon
7. The Company's Board of Directors is responsible for the otherinformation. The other information comprises the information included in the AnnualReport but does not include the standalone financial statements and our auditors reportthereon. The Annual Report is expected to be made available to us after the date of thisauditors report.
Our opinion on the standalone financial statements does not cover theother information and we will not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statementsour responsibility is to read the other information identified above when it becomesavailable and in doing so consider whether the other information is materiallyinconsistent with the standalone financial statements or our knowledge obtained in theaudit or otherwise appears to be materially misstated.
When we read the Annual Report if we conclude that there is a materialmisstatement therein we are required to communicate the matter to those charged withgovernance.
Responsibilities of Management and Those Charged with Governance forthe Standalone Financial Statements
8. The accompanying standalone financial statements have been approvedby the Company's Board of Directors. The Company's Board of Directors is responsible forthe matters stated in section 134(5) of the Act with respect to the preparation of thesestandalone financial statements that give a true and fair view of the financial positionfinancial performance including other comprehensive income changes in equity and cashflows of the Company in accordance with the accounting principles generally accepted inIndia including the Ind AS specified under section 133 of the Act. This responsibilityalso includes maintenance of adequate accounting records in accordance with the provisionsof the Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and designimplementation 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 financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.
9. In preparing the standalone financial statements management isresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.
10. Those Board of Directors is also responsible for overseeing theCompany's financial reporting process.
Auditors Responsibilities for the Audit of the Standalone FinancialStatements
11. Our objectives are to obtain reasonable assurance about whether thestandalone financial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditors report that includes our opinion.Reasonable assurance is a high level of assurance but is not a guarantee that an auditconducted in accordance with Standards on Auditing will always detect a materialmisstatement when it exists. Misstatements can arise from fraud or error and areconsidered material if individually or in the aggregate they could reasonably beexpected to influence the economic decisions of users taken on the basis of thesestandalone financial statements.
12. As part of an audit in accordance with Standards on Auditing weexercise professional judgment and maintain professional skepticism throughout the audit.We also:
Identify and assess the risks of material misstatement of thestandalone financial statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control;
Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. Undersection 143(3)(i) of the Act we are also responsible for expressing our opinion onwhether the Company has adequate internal financial controls with reference to financialstatements in place and the operating effectiveness of such controls;
Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by management;
Conclude on the appropriateness of managements use of the goingconcern basis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany's ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditors report to therelated disclosures in the standalone financial statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditors report. However future events or conditions maycause the Company to cease to continue as a going concern;
Evaluate the overall presentation structure and content of thestandalone financial statements including the disclosures and whether the standalonefinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation;
13. We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.
14. We also provide those charged with governance with a statement thatwe have complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.
Report on Other Legal and Regulatory Requirements
15. As required by section 197(16) of the Act based on our audit wereport that the Company has paid remuneration to its directors during the year inaccordance with the provisions of and limits laid down under section 197 read withSchedule V to the Act.
16. As required by the Companies (Auditors Report) Order 2016 (theOrder) issued by the Central Government of India in terms of section 143(11) of the Actwe give in the Annexure A a statement on the matters specified in paragraphs 3 and 4 ofthe Order.
17. Further to our comments in Annexure A as required by section143(3) of the Act based on our audit we report to the extent applicable that:
a) we have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purpose of our auditof the accompanying standalone financial statements;
b) in our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of those books;
c) the standalone financial statements dealt with by this report are inagreement with the books of account;
d) in our opinion the aforesaid standalone financial statements complywith Ind AS specified under section 133 of the Act;
e) on the basis of the written representations received from thedirectors and taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2021 from being appointed as a director in terms of section164(2) of the Act;
f) we have also audited the internal financial controls with referenceto financial statements of the Company as on 31 March 2021 in conjunction with our auditof the standalone financial statements of the Company for the year ended on that date andour report dated 18 June 2021 as per Annexure B expressed unmodified opinion; and
g) with respect to the other matters to be included in the AuditorsReport in accordance with rule 11 of the Companies (Audit and Auditors) Rules 2014 (asamended) in our opinion and to the best of our information and according to theexplanations given to us:
i. the Company as detailed in note 40 to the standalone financialstatements has disclosed the impact of pending litigations on its financial position asat 31 March 2021;
ii. the Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses as at 31 March2021;
iii. there has been no delay in transferring amounts required to betransferred to the Investor Education and Protection Fund by the Company during the yearended 31 March 2021; and
iv. the disclosure requirements relating to holdings as well asdealings in specified bank notes were applicable for the period from 8 November 2016 to 30December 2016 which are not relevant to these standalone financial statements. Hencereporting under this clause is not applicable.
Annexure A to the Independent Auditors Report of even date to themembers of Dhani Services Limited (formerly known as Indiabulls Ventures Limited) on thestandalone financial statements for the year ended 31 March 2021
Based on the audit procedures performed for the purpose of reporting atrue and fair view on the standalone financial statements of the Company and taking intoconsideration the information and explanations given to us and the books of account andother records examined by us in the normal course of audit and to the best of ourknowledge and belief we report that:
(i) (a) The Company has maintained proper records showing fullparticulars including quantitative details and situation of property plant andequipment.
(b) The Company has a regular program of physical verification of itsproperty plant and equipment under which property plant and equipment are verified in aphased manner over a period of three year which in our opinion is reasonable havingregard to the size of the Company and the nature of its assets. In accordance with thisprogram certain property plant and equipment were verified during the year and nomaterial discrepancies were noticed on such verification.
(c) The Company does not hold any immovable property. Accordingly theprovisions of clause 3(i) (c) of the Order are not applicable.
(ii) The Company does not have any inventory. Accordingly theprovisions of clause 3(ii) of the Order are not applicable.
(iii) The Company has not granted any loan secured or unsecured tocompanies firms Limited Liability Partnerships (LLPs) or other parties covered in theregister maintained under Section 189 of the Act. Accordingly the provisions of clauses3(iii)(a) 3(iii)(b) and 3(iii)(c) of the Order are not applicable.
(iv) In our opinion the Company has complied with the provisions ofSections 185 and 186 of the Act in respect of loans and guarantees. Further the Companyhas complied with the provision of Section 186 of the Act in respect of investments.According to the information and explanation given to us and on the basis of ourexamination of the records of the Company the Company has not undertaken any transactionsin respect of security covered under section 185 and 186 of the Act.
(v) In our opinion the Company has not accepted any deposits withinthe meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits)Rules 2014 (as amended). Accordingly the provisions of clause 3(v) of the Order are notapplicable.
(vi) The Central Government has not specified maintenance of costrecords under sub-section (1) of Section 148 of the Act in respect of Company's services.Accordingly the provisions of clause 3(vi) of the Order are not applicable.
(vii) (a) Undisputed statutory dues including provident fund employeesstate insurance income-tax sales-tax
service tax duty of customs duty of excise value added tax cess andother material statutory dues as applicable have generally been regularly deposited tothe appropriate authorities though there has been a slight delay in a few cases. Furtherno undisputed amounts payable in respect thereof were outstanding at the year-end for aperiod of more than six months from the date they became payable.
(b) The dues outstanding in respect of income-tax sales-taxservice-tax duty of customs duty of excise and value added tax on account of anydispute are as follows:
Statement of Disputed Dues
|Name of the statute ||Nature of dues ||Amount (Rs. in lakh) ||Amount paid under Protest (Rs. in lakh) ||Period to which the amount relates ||Forum where dispute is pending |
|Income-tax Act 1961 ||Income-tax Act1961 ||90.97 ||16.44 ||AY 2011-12 ||Commissioner of Income- tax (Appeals) |
|Income-tax Act 1961 ||Income-tax Act1961 ||33.02 ||6.56 ||AY 2012-13 ||Commissioner of Income- tax (Appeals) |
|Income-tax Act 1961 ||Income-tax Act1961 ||4.21 ||0.83 ||AY 2013-14 ||Commissioner of Income- tax (Appeals) |
|Income-tax Act 1961 ||Income-tax Act1961 ||43.33 ||7.58 ||AY 2014-15 ||Commissioner of Income- tax (Appeals) |
|Income-tax Act 1961 ||Income-tax Act1961 ||40.66 ||8.13 ||AY 2015-16 ||Commissioner of Income- tax (Appeals) |
|Income-tax Act 1961 ||Income-tax Act1961 ||18.32 ||3.66 ||AY 2016-17 ||Commissioner of Income- tax (Appeals) |
|Income-tax Act 1961 ||Income-tax Act1961 ||67.17 ||13.43 ||AY 2017-18 ||Commissioner of Income- tax (Appeals) |
|Income-tax Act 1961 ||Income-tax Act1961 ||17.36 ||3.43 ||AY 2013-14 ||Income Tax Appellate Tribunal |
|Income-tax Act 1961 ||Income-tax Act1961 ||2524.48 ||NIL ||AY 2018-19 ||Commissioner of Income- tax (Appeals) |
(viii) The Company has not defaulted in repayment of loans orborrowings to any financial institution or a bank or any dues to debenture-holders duringthe year. The Company did not have any dues payable to government during the year.
(ix) In our opinion and according to the information and explanationsgiven to us the Company has applied moneys raised by way of right issue and term loansfor the purposes for which these were raised other than temporary deployment pendingapplication of proceeds.
(x) No fraud by the Company or on the Company by its officers oremployees has been noticed or reported during the period covered by our audit.
(xi) Managerial remuneration has been paid/ provided by the Company inaccordance with the requisite approvals mandated by the provisions of Section 197 of theAct read with Schedule V to the Act.
(xii) In our opinion the Company is not a Nidhi Company. Accordinglyprovisions of clause 3(xii) of the Order are not applicable.
(xiii) In our opinion all transactions with the related parties are incompliance with Sections 177 and 188 of Act where applicable and the requisite detailshave been disclosed in the standalone financial statements etc. as required by theapplicable Ind AS.
(xiv) During the year the Company has made private placement ofshares. In respect of the same in our opinion the Company has complied with therequirement of Section 42 of the Act and the Rules framed thereunder. Further in ouropinion the amounts so raised were applied for the purposes for which these securitieswere issued though idle funds which were not required for immediate utilisation have beeninvested in liquid investments payable on demand. During the year the Company did notmake preferential allotment of shares/ fully/partly convertible debentures.
(xv) In our opinion the Company has not entered into any non-cashtransactions with the directors or persons connected with them covered under Section 192of the Act.
(xvi) The company is required to be registered under Section 45-IA ofthe Reserve Bank of India Act 1934 however such registration has not been obtained bythe company. The Company was carrying on the business of stock broking which was demergedduring the financial year 2019 -2020. Accordingly as at and during the year ended 31March 2020 the financial assets of the Company were more than fifty percent of its totalassets and income from financial assets was more than fifty percent of the gross income.The Company's present business activities consists of providing loans and makinginvestments in group companies consequentially the Company may be required to apply andobtain the Certificate of Registration (CoR) from Reserve Bank of India (RBI) as aNonBanking Financial Company (NBFC) under the category of Core Investment Company (CIC)which is currently being evaluated by the management considering the Company's businessoperations and group structure.
Annexure B to the Independent Auditors Report of even date to themembers of Dhani Services Limited (formerly known as Indiabulls Ventures Limited)on the standalone financial statements for the year ended 31 March 2021
Independent Auditors Report on the internal financial controls withreference to the standalone financial statements under Clause (i) of Sub-section 3of Section 143 of the Companies Act 2013 (the Act)
1. In conjunction with our audit of the standalone financial statementsof Dhani Services Limited (formerly known as Indiabulls Ventures Limited) (the Company) asat and for the year ended 31 March 2021 we have audited the internal financial controlswith reference to financial statements of the Company as at that date.
Responsibilities of Management and Those Charged with Governance forInternal Financial Controls
2. The Company's Board of Directors is responsible for establishing andmaintaining internal financial controls based on the internal financial controls withreference to financial statements criteria established by the Company considering theessential components of internal control stated in the Guidance Note on Audit of InternalFinancial Controls over Financial Reporting (the Guidance Note) issued by the Institute ofChartered Accountants of India (ICAI). These responsibilities include the designimplementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the orderly and efficient conduct of the Company's businessincluding adherence to the 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 Act.
Auditors Responsibility for the Audit of the Internal FinancialControls with Reference to Financial Statements
3. Our responsibility is to express an opinion on the Company'sinternal financial controls with reference to financial statements based on our audit. Weconducted our audit in accordance with the Standards on Auditing issued by the ICAIprescribed under Section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls with reference to financial statements and the Guidance Noteissued by the ICAI. Those Standards and the Guidance Note require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether adequate internal financial controls with reference to financial statements wereestablished and maintained and if such controls operated effectively in all materialrespects.
4. Our audit involves performing procedures to obtain audit evidenceabout the adequacy of the internal financial controls with reference to financialstatements and their operating effectiveness. Our audit of internal financial controlswith reference to financial statements includes obtaining an understanding of suchinternal financial controls assessing the risk that a material weakness exists andtesting and evaluating the design and operating effectiveness of internal control based onthe assessed risk. The procedures selected depend on the auditors judgement including theassessment of the risks of material misstatement of the financial statements whether dueto fraud or error.
5. We believe that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our audit opinion on the Company's internalfinancial controls with reference to financial statements.
Meaning of Internal Financial Controls with Reference to FinancialStatements
6. A Company's internal financial controls with reference to financialstatements is a process designed to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles. A Company's internalfinancial controls with reference to financial statements include those policies andprocedures that
(1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of thecompany;
(2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generallyaccepted accounting principles and that receipts and expenditures of the company arebeing made only in accordance with authorisations of management and directors of thecompany; and
(3) provide reasonable assurance regarding prevention or timelydetection of unauthorised acquisition use or disposition of the Company's assets thatcould have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls with Reference toFinancial Statements
7. Because of the inherent limitations of internal financial controlswith reference to financial statements including the possibility of collusion or impropermanagement override of controls material misstatements due to error or fraud may occurand not be detected. Also projections of any evaluation of the internal financialcontrols with reference to financial statements to future periods are subject to the riskthat the internal financial controls with reference to financial statements may becomeinadequate because of changes in conditions or that the degree of compliance with thepolicies or procedures may deteriorate.
8. In our opinion the Company has in all material respects adequateinternal financial controls with reference to financial statements and such controls wereoperating effectively as at 31 March 2021 based on the internal financial controls withreference to financial statements criteria established by the Company considering theessential components of internal control stated in the Guidance Note issued by ICAI.
| ||For Walker Chandiok & Co LLP |
| ||Chartered Accountants |
| ||Firm Registration No.: 001076N/N500013 |
| ||Khushroo B. Panthaky |
| ||Partner |
|Place: Mumbai ||Membership No. 042423 |
|Date: 18 June 2021 ||UDIN: 21042423AAAAES6097 |