To the Members of
Ganges Securities Limited
Report on the Standalone Ind AS Financial Statements
We have audited the accompanying Standalone Ind AS Financial Statementsof GANGES SECURITIES LIMITED ("The Company") which comprise the Balance Sheet asat March 312022 the Statement of Profit and Loss (including other comprehensive income)the cash flow statement and the statement of Changes in Equity for the year then endedand notes to the financial statements including a summary of significant accountingpolicies and other explanatory information.
In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone Ind AS financial statements give theinformation required by the Act in the manner so required and give a true and fair view inconformity with the Indian Accounting Standards prescribed under section 133 of the Actread with Companies Indian Accounting Standard Rules 2015 as amended ("IND AS")and other accounting principles generally accepted in India of the state of affairs of theCompany as at March 312022 the Profit and total comprehensive profit its cash flows andthe statement of changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing(SAs) specified under section 143(10) of the Companies Act 2013. Our responsibilitiesunder those Standards are further described in the Auditor's Responsibilities for theAudit of the Standalone Ind AS Financial Statements section of our report. We areindependent of the Company in accordance with the Code of Ethics issued by the Instituteof Chartered Accountants of India together with the ethical requirements that are relevantto our audit of the financial statements under the provisions of the Companies Act 2013and the Rules thereunder and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the Code of Ethics. We believe that the auditevidence we have obtained is sufficient and appropriate to provide a basis for our auditopinion on the Standalone Ind AS Financial Statements.
Key Audit Matters
Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the standalone Ind AS financial statements ofthe current financial year. These matters were addressed in the context of our audit ofthe financial statements as a whole and in forming our opinion thereon and we do notprovide a separate opinion on these matters.
This section of auditor's report is intended to describe the matterscommunicated with those charged with governance that the auditor has determined in theauditor's professional judgement were of most significance in the audit of the financialstatements and the auditor has determined that there are no matters to report.
Information other than the Financial Statements and Auditor's ReportThereon
The company's Board of Directors is responsible for the otherinformation. The other information comprises the information included in the AnnualReport for example Board of Director's Report Report on Corporate GovernanceManagement Discussion & Analysis Report Business Responsibility Report Shareholderinformation etc. but does not include the financial statements and our auditor's reportthereon.
Our opinion on the standalone Ind AS financial statements does notcover the other information and we do not express any form of assurance conclusionthereon.
In connection with our audit of standalone Ind AS financial statementsour responsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the standalone financial statements orour knowledge obtained during the course of our audit or otherwise appears to bematerially misstated.
If based on the work we have performed we conclude that there is amaterial misstatement of this other information we are required to report that fact. Wehave nothing to report in this regard.
Responsibilities of the Management and Those Charged with Governancefor the Standalone Ind AS Financial Statements
The Company's Board of Directors is responsible for the matters statedin section 134(5) of the Companies Act 2013 ("the Act") with respect to thepreparation of these standalone Ind AS financial statements that give a true and fair viewof the financial position financial performance including other comprehensive income cash flows and changes in equity of the Company in accordance with the accountingprinciples generally accepted in India
including the applicable Indian Accounting Standards (IND AS) specifiedunder section 133 of the Act read with the Companies ( Indian Accounting Standards) Rules 2015 as amended.
This responsibility also includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding of the assets of theCompany and for preventing and detecting frauds and other irregularities; selection andapplication of appropriate implementation and maintenance of 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 statement that give a true and fair view andare free from material misstatement whether due to fraud or error.
Our objectives are to obtain reasonable assurance about whether theStandalone Ind AS financial statements as a whole are free from material misstatementwhether due to fraud or error and to issue an auditor's report that includes our opinion.Reasonable assurance is a high level of assurance but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these Standalone Ind AS financialstatements.
As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of thestandalone Ind AS financial statements whether due to fraud or error design and performaudit procedures responsive to those risks and obtain audit evidence that is sufficientand appropriate 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 controls relevant to theaudit in order to design audit procedures that are appropriate in the circumstances butnot for the purpose of expressing an opinion on whether the Company has in place anadequate internal financial controls system over financial reporting and the operatingeffectiveness 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 management's 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 theability of the company to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor's report to therelated disclosures in the Standalone Ind AS financial statements or if such disclosuresare inadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor's 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 Ind AS financial statements including the disclosures and whether theStandalone Ind AS financial statements represent the underlying transactions and events ina manner that achieves fair presentation.
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.
We also provide those charged with governance with a statement that wehave 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.
From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the Standalone IndAS financial statements of the current period and are therefore the key audit matters. Wedescribe these matters in our auditor's report unless law or regulation precludes publicdisclosure about the matter or when in extremely rare circumstances we determine that amatter should not be communicated in our report because the adverse consequences of doingso would reasonably be expected to outweigh the public interest benefits of suchcommunication.
Report on other Legal and Regulatory Requirements
1. As required by Section 143(3) of the Act based on our audit wereport 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 purposes of ouraudit.
b) In our opinion proper books of accounts as required by law havebeen kept by the Company so far as it appears from our examination of those books.
c) The Balance Sheet the Statement of Profit and Loss and the CashFlow Statement dealt with by this Report are in agreement with the relevant books ofaccounts.
d) In our opinion the aforesaid financial statements comply with theAccounting Standards prescribed 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 theDirectors as on 31st March 2022 taken on record by the Board of Directors none of theDirectors is disqualified as on 31st March 2022 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 overfinancial reporting of the Company and the operating effectiveness of such controls referto our separate report in "Annexure A". Our report expresses an unmodifiedopinion on the adequacy and operating effectiveness of the Company's internal financialcontrols over financial reporting.
g) With respect to the other matters to be included in the Auditor'sReport in accordance with the requirements of Section 197(16) of the Act as amended:
In our opinion and to the best of our information and according to theexplanations given to us the remuneration paid by the Company to its directors during theyear is in accordance with the provisions of section 197 of the Act.
h) With respect to the other matters to be included in the Auditor'sReport in accordance with the Rule 11 of the Companies (Audit and Auditors) rules 2014in our opinion and to the best of our information and according to the explanations givento us:
i. The Company did not have any pending litigations which will impacton its financial position.
ii. The Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses.
iii. There were no amounts which were required to be transferred to theInvestor education and Protection Fund by the Company.
iv. a) The Management has represented that to the best of itsknowledge and belief no funds have been advanced or loaned or invested (either fromborrowed funds or share premium or any other sources or kind of funds) by the Company toor in any other persons or entities including foreign entities("Intermediaries") with the understanding whether recorded in writing orotherwise that the Intermediary shall directly or indirectly lend or invest in otherpersons or entities identified in any manner whatsoever ("UltimateBeneficiaries") by or on behalf of the Company or provide any guarantee security orthe like on behalf of the Ultimate Beneficiaries.
b) The Management has represented that to the best of its knowledgeand belief other than as disclosed in financial statements no funds have been receivedby the Company from any persons or entities including foreign entities ("FundingParties") with the understanding whether recorded in writing or otherwise that theCompany shall directly or indirectly lend or invest in other persons or entitiesidentified in any manner whatsoever ("Ultimate Beneficiaries") by or on behalfof the Funding Parties or provide any guarantee security or the like on behalf of theUltimate Beneficiaries.
c) Based on the audit procedures performed that have been consideredreasonable and appropriate in the circumstances nothing has come to our notice that hascaused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e)contain any material misstatement.
v. The Company has neither declared nor paid dividend during theprevious year. The Board of Directors of the Company have also not proposed dividend forthe current year.
2. As required by the Companies (Auditor's Report) Order 2020("the Order") issued by the Central Government of India in terms of sub-section(11) of section 143 of the Act we give in "Annexure B" a statement on thematters specified in paragraphs 3 and 4 of the Order to the extent applicable.
Annexure - A
to the Independent Auditors' Report on the Standalone Ind AS FinancialStatements of Ganges Securities Limited as on 31st March 2022
(Referred to in paragraph 1(f) under 'Report on Other Legal andRegulatory Requirements' section our report of even date addressed to the members ofGanges Securities Limited on the Standalone Ind AS financial statements as on 31st March2022)
Report on the Internal Financial Controls under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")
We have audited the internal financial controls over financialreporting of Ganges Securities Limited ("the Company") as of 31st March 2022 inconjunction with our audit of the Standalone Ind AS financial statements of the Companyfor the year ended on that date.
Management's Responsibility for Internal Financial Controls
The Company's management is responsible for establishing andmaintaining internal financial controls 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("ICAI"). These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence toCompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act 2013.
Our responsibility is to express an opinion on the Company's internalfinancial controls over financial reporting based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the "Guidance Note") and the Standards on Auditing issued by ICAIand deemed to be prescribed under Section 143(10) of the Companies Act 2013 to theextent applicable to an audit of internal financial controls both applicable to an auditof Internal Financial Controls and both issued by the Institute of Chartered Accountantsof India. 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 aboutthe adequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditors' judgement including the assessment of therisks of material misstatement of the financial statements whether due to fraud or error.
Meaning of Internal Financial Controls Over Financial Reporting
A company's internal financial control over financial reporting is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures 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 Over FinancialReporting
Because of the inherent limitations of internal financial controls overfinancial reporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.
In our opinion the Company has in all material respects an adequateinternal financial controls system over financial reporting and such internal financialcontrols over financial reporting were operating effectively as at 31st March 2022 basedon the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India.
Annexure - B
to the Independent Auditors' Report on the Standalone Ind AS FinancialStatements of Ganges Securities Limited as on 31st March 2022
(Referred to in paragraph 2 under 'Report on Other Legal and RegulatoryRequirements' section our report of even date addressed to the members of GangesSecurities Limited on the Standalone Ind AS financial statements as on 31 March 2022)
i. In respect of the Company's Property Plant & equipment andIntangible Assets:
a. (A) The Company is maintaining proper records showing fullparticulars including quantitative details and situation of Property Plant and
(B) The company does not have intangible assets during the year hencemaintenance of records showing full disclosure not required.
b. According to the information and explanations given to us and on thebasis of our examination of the records of the Company the Company has regular Programmeof physical verification of its property plant and equipment and periodicity of physicalverification is reasonable having regard to the size of the Company and the nature of itsassets and no material discrepancies were noticed on such verification.
c. In our opinion and according to the information and explanationsgiven to us and on the basis of our examination of the records of the Company the titledeeds of all the immovable properties (other than properties where the Company is thelessee and the lease agreements are duly executed in favour of the lessee) disclosed inthe financial statements are not held in the name of the Company. The details thereof ason 31.03.2022 are given below:
|Relevant line item in the Balance sheet ||Description of item of property ||Gross carrying value (Rs. in lakhs) ||Title deeds held in the name of ||Whether title deed holder is a promoter director or relative # of promoter * / director or employee of promoter / director ||Property held since which date ||Reason for not being held in the name of the company |
|Investment Property ||Freehold Land ||2.47 ||The erstwhile company ||No ||1 April 2015 ||Mutation in the name of the Company is pending. |
|PPE ||Freehold Land ||15.00 ||The erstwhile company ||No ||1 April 2020 || |
d. The company has not revalued any of its property plant andequipment (including Right to Use assets) or intangible assets or both during the year.
e. According to the information and explanations given to us noproceedings have been initiated during the year or are pending against the company as at31 March 2022 for holding any benami property under the Benami Transactions (Prohibition)Act 1988 (45 of 1988) and rules made thereunder.
ii. In respect of the Company's Inventory and Working capital
a. The Company is a Core Investment Company (CIC) as per RBI guidelinesand does not hold any physical inventory. Accordingly paragraph 3(ii) (a) of the Order isnot applicable to the Company.
b. The company has not availed any working capital facilities at anypoint of time during the year from any banks or financial institutions. Accordinglyparagraph 3(ii)(b) of the Order is not applicable to the Company.
iii. a. According to the information and explanation given to us and onthe basis of our examination of the records of the company the Company has not madeinvestments provided guarantee or security or granted any advances in the nature ofloans secured or unsecured to companies firms Limited Liability Partnerships or anyother parties during the year. However the company has provided loans aggregating toRs.2000 Lakhs during the year and the balance outstanding as on 31st March2022aggregates to Rs.3700 lakhs including Rs.2700 Lakhs transferred to the Company fromUPTCL pursuant to the scheme (refer to Note 2.2).
b. According to the information and explanations given to us thecompany investments made guarantees provided security given and the terms and conditionsof the grant of all loans and advances in the nature of loans and guarantees providedduring the year are prima facie not prejudicial to the Company's interest.
c. According to the information and explanations given to us inrespect of loans and advances in the nature of loans the loans are repayable on demandand payment of interest has been stipulated.
d. According to information and explanations given to us and based onthe audit procedures performed in respect of loans granted and advances in the nature ofloans provided by the Company there is no overdue amount remaining outstanding as at thebalance sheet date.
e. Loan or advance in the nature of loan granted has not fallen dueduring the year and not been renewed or extended or fresh loans not granted to settle theoverdues of existing loans given to the same parties.
f. According to information and explanations given to us and based onthe audit procedures performed the Company has granted loans or advance in the nature ofloans which are repayable on demand. The aggregate amount of Loans outstanding as on 31stMarch 2022 is Rs. 3700 which is 100% of total Loans outstanding. The company has notgranted loans or advances in the nature of loans to Promoters related party as defined inclause (76) of section 2 of the Companies Act2013.
iv. In our opinion and according to the information and explanationsgiven to us The Company has complied with the provisions of Sections 185 and 186 of theCompanies Act 2013 in respect of loans granted investments made and guarantees andsecurities provided as applicable.
v. According to the information and explanations given to us theCompany has not accepted any deposits within the meaning of sections 73 to 76 of the Actand the Companies (Acceptance of Deposits) Rules2014 as (amended). Hence paragraph 3(v)of the Order is not applicable to the Company.
vi. According to the information and explanations given to us theCentral Government has not prescribed the maintenance of cost records under Section 148(1)of the Act for business activities carried out by the company. Accordingly paragraph3(vi) of the Order is not applicable to the Company.
vii. According to the information and explanations given to us inrespect of statutory dues:
a. In our opinion the Company has generally been regular in depositingundisputed statutory dues including Goods and Services tax Provident Fund Employees'State Insurance Income Tax Sales Tax Service Tax duty of Custom duty of Excise ValueAdded Tax Cess and other material statutory dues applicable to it with the appropriateauthorities during the year.
There were no undisputed amounts payable in respect of Goods andService tax Provident Fund Employees' State Insurance Income Tax Sales Tax ServiceTax duty of Custom duty of Excise Value Added Tax Cess and other statutory dues inarrears as at 31st March 2022 for a period of more than six months from the date theybecame payable.
b. There are no statutory dues which are disputed; hence this clause isnot applicable on the Company.
viii. In our opinion and according to the information and explanationsgiven to us and based on our examination of the records of the Company we confirm that wehave not come across any transactions not recorded in the books of account which have beensurrendered or disclosed as income during the year in the tax assessments under the IncomeTax Act 1961 (43 of 1961)
ix. a. The company has not taken loans or other borrowings fromfinancial institutions banks government or from debenture holders. Hence
reporting under paragraph 3(ix)(a) of the Order is not applicable.
b. The Company has not been declared willful defaulter by any bank orfinancial institution or government or any government authority.
c. According to the information and explanation given to us theCompany has not taken any term loan during the year and hence reporting under clause(ix)(c) of the Order is not applicable.
d. According to the information and explanation given to us and theprocedures performed by us and on an overall examination of the financial statements ofthe Company we report that no funds raised on short-term basis have been used during theyear for long-term purposes by the Company.
e. The Company has not taken any funds from any entity or person onaccount of or to meet the obligations of its subsidiaries joint venture and associates.
f. According to the information and explanation given to us theCompany has not raised loans during the year on the pledge of securities held in itssubsidiaries joint ventures or associate companies and hence reporting on clause (ix)(f)of the Order is not applicable.
x. a. The Company not raised any money by way of initial public offeror further public offer (including debt instrument) during the year and hence reportingunder clause (x)(a) of the Order is not applicable.
b. During the year the Company has not made any preferential allotmentor private placement of shares or convertible debentures (fully or partly or optionally)and hence reporting under clause (x)(b) of the Order is not applicable to the Company.
xi. a. During the course of our examination of the books and records ofthe Company carried out in accordance with the generally accepted auditing practices inIndia and according to the information and explanations given to us no fraud by theCompany and no material fraud on the Company by its officers or employees has been noticedor reported during the year.
b. No report under sub-section (12) of section 143 of the Companies Acthas been filed by auditors in Form ADT-4 as prescribed under rule 13 of Companies (Auditand Auditors) Rules 2014 with the Central Government during the year and up to the dateof this report.
c. According to the information and explanations given to us therewere no whistle blower complaints received during the year by the Company.
xii. According to the information and explanations given to us theCompany is not a Nidhi company. Accordingly paragraph 3(xii) of the Order is notapplicable.
xiii. According to the information and explanations given to us andbased on our examination of the records of the Company transactions with the relatedparties are in compliance with sections 177 and 188 of the Act where applicable anddetails of such transactions have been disclosed in the financial statements as requiredby the applicable Indian Accounting Standards.
xiv. a. In our opinion the Company has an adequate internal auditsystem commensurate with the size and the nature of its business.
b. We have considered the internal audit reports issued to the Companyduring the year and till date in determining the nature timing and extent of our auditprocedures.
xv. According to the information and explanations given to us and basedon our examination of the records of the Company the Company has not entered intonon-cash transactions with directors or persons connected with them. Accordinglyparagraph 3 (xv) of the Order is not applicable.
xvi. a. & b. According to the information and explanation given tous the company being a Core Investment Company (CIC) fulfilling the criteria ofUnregistered CIC. Hence the company is exempted from registration under section 45-IA ofthe Reserve Bank of India Act 1934. However pursuant to the scheme application made bythe company for registration as Non-Banking Financial Company (NBFC) to Reserve Bank ofIndia (RBI) is pending.
c. The company is an exempted or unregistered Core Investment Company(CIC) as defined in the regulations made by the Reserve Bank of India and it continues tofulfill such criteria. However pursuant to the scheme application made by the companyfor registration as Non-Banking Financial Company (NBFC) to Reserve Bank of India (RBI) ispending.
d. According to the information and explanations given to us the grouphas 5 CICs which are part of the group.
xvii. The Company has not incurred cash losses during the financialyear covered by our audit and the immediately preceding financial year.
xviii. There has been no resignation of the statutory auditors of theCompany during the year.
xix. According to the information and explanations given to us and onthe basis of the financial ratios ageing and expected dates of realization of financialassets and payment of financial liabilities other information accompanying the financialstatements and our knowledge of the Board of Directors and Management plans and based onour examination of the evidence supporting the assumptions nothing has come to ourattention which causes us to believe that any material uncertainty exists as on the dateof the audit report indicating that Company is not capable of meeting its liabilitiesexisting at the date of balance sheet as and when they fall due within a period of oneyear from the balance sheet date. We however state that this is not an assurance as tothe future viability of the Company. We further state that our reporting is based on thefacts up to the date of the audit report and we neither give any guarantee nor anyassurance that all liabilities falling due within a period of one year from the balancesheet date will get discharged by the Company as and when they fall due.
xx. In our opinion section 135 of companies Act 2013 is notapplicable to the company. Hence reporting under paragraph 3(xx) of the order notapplicable to the company.
| ||For Agrawal Subodh &Co. |
| ||Chartered Accountants |
| ||Firm's Registration No - 319260E |
| ||Prosanta Mukherjee |
| ||Partner |
|Place: Kolkata ||Membership No. - 053651 |
|Date: 12th May 2022 ||UDIN: 22053651AIWGMH8190 |