To the Members of ESAAR (INDIA) LIMITED
Report on the Financial Statements
We have audited the accompanying standalone financial statements of Esaar (India)Limited (the Company') which comprise the balance sheet as at March 31st 2017 thestatement of profit and loss and the cash flow statement for the year then ended and asummary of significant accounting policies and other explanatory information. Management'sResponsibility for the 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 andpresentation of these standalone financial statements that give a true and fair view ofthe financial position financial performance and cash flows of the Company in accordancewith the accounting principles generally accepted in India including the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies; making judgments andestimates that are reasonable and prudent; and design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theaccuracy and completeness of the accounting records relevant to the preparation andpresentation of the financial statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.
Our responsibility is to express an opinion on these standalone financial statementsbased on our audit. We have taken into account the provisions of the Act the accountingand auditing standards and matters which are required to be included in the audit reportunder the provisions of the Act and the Rules made there under.
We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers internal financial control relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances but not for the purpose of expressing anopinion on whether the Company has in place an adequate internal financial controls systemover financial reporting and the operating effectiveness of such controls. An audit alsoincludes evaluating the appropriateness of the accounting policies used and thereasonableness of the accounting estimates made by the Company's Directors as well asevaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the standalone financial statements.
Basis for Qualified Opinion
The company is registered as Non-Banking Financial Companies (NBFC) having Certificateof Registration under section 45IA of RBI Act 1934. The company has not complied with fewNBFC prudential norms as prescribed by Reserve Bank of India from time to time mentionedin Note No. 29.
In our opinion and to the best of our information and according to the explanationsgiven to us except for the effects of the matter described in the Basis for QualifiedOpinion paragraph the aforesaid standalone financial statements give the informationrequired by the Act in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India of the state of affairs of theCompany as at 31 March 2017 and its statement of profit and loss and its cash flowsstatement for the year ended on that date.
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 subsection (11) of section 143 ofthe Act we give in the Annexure A a statement on the matters specified in the paragraph3 and 4 of the Order to the extent 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 kept by 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 except AS-15 Employee Benefits and AS-22 Accounting for Taxes onIncomes specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014;
e. On the basis of the written representations received from the directors as on 31March 2017 taken on record by the Board of Directors none of the directors isdisqualified as on 31 March 2017 from being appointed as a director in terms of Section164 (2) of the Act; and
f. Report on the Internal Financial Controls under Clause (1) of Sub-section 3 ofsection 143 of the companies Act 2013 ("the Act")- refer to our separate reportin Annexure B ;and
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. The Company has disclosed the impact of pending litigation on its financial positionin its financial statements - Refer Note No. 25 to the financial statements:
ii. The Company has made provision as required under the applicable law or accountingstandards for material foreseeable losses if any on long-term contracts. The Companydoes not have any derivative contract.
iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.
iv. The company has provided requisite disclosure in the financial statements asregards its holding and dealing in Specified Bank Notes as defined in the NotificationS.O. 3407(E) dated the 8th November 2016 of the Minister of Finance during the periodfrom 8th November 2016 to 30th December 2016. Based on Audit procedure performed and therepresentations provided to us by the management we report that the disclosure are inaccordance with the books of accounts maintained by the company and produced to us by themanagement.
For R. Soni & Co.
Firm's Registration Number: 130349W
CA Rajesh Soni
ANNEXURE A TO THE AUDITORS' REPORT
The annexure referred to in our independent auditors' report to the members of thecompany on the standalone financial statements for the year ended March 31st 2017 wereport that:
(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.
(b) The Company has a regular program of physical verification of its fixed assets bywhich fixed assets are verified in a phased manner over a period of one years. Inaccordance with this program certain fixed assets were verified during the year and nomaterial discrepancies were noticed on such verification. In our opinion this periodicityof physical verification is reasonable having regard to the size of the Company and thenature of its assets.
(c) The company does not have any immovable property hence clause is not applicable.
(ii) (a) As informed to us the equity shares held as inventories in dematerializedform and stocks lying in the inventory have been verified by the management withsupportive evidence during the year.
(b) The procedure for physical verification of inventories followed by the managementare reasonable and adequate in relation to the size of the company and the nature of itsbusiness.
(c) The Company is maintaining proper record of inventory the discrepancies noticed onverification between the physical stocks and book records were not material.
(iii) (a) The Company has granted loans to one party covered in the register maintainedunder section 189 of the Companies Act 2013 (the Act')
(b) In the case of the loans granted to any parties in the register maintained undersection 189 of the act the borrowers have been regular in the payment of the interest asstipulated. The terms of arrangements do not stipulate any repayment schedule and theloans are repayable on demand. Accordingly paragraph 3(ii) (b) of the order is notapplicable to the company in respect of payment of the principal amount.
(c) There are no overdue amounts for period of more than ninety days in respect of theloans granted to the bodies corporate listed in the register maintained under section 189of the act.
(iv) According to the information and explanations given to us The company has compliedwith the provisions of Sec 185 and 186 of the Companies Act 2013.
(v) The Company has not accepted any deposits from the public.
(vi) The Central Government has not prescribed the maintenance of cost records undersection148 (1) of the Act for any of the services rendered by the Company
(vii) (a) According to the information and explanations given to us and on the basis ofour examination of the records the Company is regular in depositing undisputed statutorydues including provident fund income tax service tax cess and other material statutorydues with the appropriate authorities. As explained to us the Company did not have anydues on account of sales tax wealth tax duty of customs value added tax employees'state insurance and duty of excise.
(b)According to the information and explanation given to us there is no disputepending in respect of dues of provident fund/income tax/sales tax/wealth tax/servicetax/custom duty/excise duty/cess/value added tax were in arrears as at 31st march 2017for a period of more than six month from the date they became payable. However company issubject to pay dues under Professional Tax but no amount was deposited till the reportingdate.
However on verification of outstanding demand as per Income Tax Website some demandsare appearing outstanding which are produced in table below:
|Name of the statute ||Nature of dues ||Amount (In Rs.) || |
Period to which amount relates
|Forum where dispute is pending |
|Income Tax Act ||Income Tax and Interest ||2641 ||Assessment 2008-09 ||Year ||Assessing officer of Income Tax (Appeal) |
|Income Tax Act ||Income Tax and Interest ||9445062 ||Assessment 2014-15 ||Year ||Assessing officer of Income Tax (Appeal) |
(viii) The Company did not have any outstanding dues to financial institutions banksor debenture holders during the year
(ix) The company has not raised moneys by way of initial public offer or further publicoffer(including debt instrument) and term loans during the year.
(x) According to the information and explanations given to us no material fraud on orby the Company has been noticed or reported during the course of our audit.
(xi) According to the information and explanations given to us and based on ourexamination of the record of the Company managerial remuneration has been paid.
(xii) In our opinion and according to the information and explanations given to us thecompany is not Nidhi Company. Accordingly paragraph 3(xii) of Order is not applicable.
(xiii) According to the information and explanations given to us and based on ourexamination of the record of the Company transactions with related parties are incompliance with sections 177 and 188 of Companies Act 2013 where applicable and thedetails have been disclosed in the Financial statements in Schedule-23as required by theapplicable accounting standards.
(xiv) The company has not made any preferential allotment or private placement ofshares or fully or partly convertible debentures during the year under review.
(xv) According to the information and explanations given to us and based on ourexamination of the record of the Company the company has not entered into any non-cashtransactions with directors or persons connected with him.
(xvi) The company has registered as required under section 45-IA of the Reserve Bank ofIndia Act 1934.
For R. Soni & Co.
Firm's Registration Number: 130349W
CA Rajesh Soni
ANNEXURE B TO THE 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 Esaar(India) Limited ('the Company') as of March 31st 2017 in conjunction with our auditof the standalone financial statements of the Company for the year ended on that date.
(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.
In our opinion the company has in all material respects an adequate internalfinancial control system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at march 312017 based on theinternal control over financial reporting criteria established by the company consideringthe essential components of internal control stated in the guidance note on audit ofinternal financial control over financial reporting issued by the institute of charteredaccountant of India.
For R. Soni & Co.
Firm's Registration Number: 130349W
CA Rajesh Soni