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Hind Commerce Ltd.

BSE: 538652 Sector: Others
NSE: N.A. ISIN Code: INE691J01019
BSE 00:00 | 01 Mar Hind Commerce Ltd
NSE 05:30 | 01 Jan Hind Commerce Ltd
OPEN 3.46
PREVIOUS CLOSE 3.46
VOLUME 20
52-Week high 3.46
52-Week low 3.15
P/E 4.55
Mkt Cap.(Rs cr) 1
Buy Price 3.46
Buy Qty 6310.00
Sell Price 3.30
Sell Qty 333.00
OPEN 3.46
CLOSE 3.46
VOLUME 20
52-Week high 3.46
52-Week low 3.15
P/E 4.55
Mkt Cap.(Rs cr) 1
Buy Price 3.46
Buy Qty 6310.00
Sell Price 3.30
Sell Qty 333.00

Hind Commerce Ltd. (HINDCOMMERCE) - Auditors Report

Company auditors report

TO THE MEMBERS OF HIND COMMERCE LIMITED

Opinion

We have audited the accompanying financial statements of Hind Commerce Limited("the Company") which comprise the Balance Sheet as at 31st March2020 the Statement of Profit and Loss (including Other Comprehensive Income) the CashFlow Statement and the Statement of Changes in Equity for the year then ended and notes tofinancial statements and a summary of the significant accounting policies and otherexplanatory information.

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by theCompanies Act 2013 ("the Act") in the manner so required and give a true andfair view in conformity with the Indian Accounting Standards prescribed under section 133of the Act read with the Companies (Indian Accounting Standards) Rules 2015 as amended("Ind AS") and other accounting principles generally accepted in India of thestate of affairs of the Company as at 31st March 2020 its profit including othercomprehensive income its cash flows and the changes in equity for the year ended on thatdate.

Basis of Opinion

We conducted our audit of the financial statements in accordance with the Standards onAuditing specified under section 143(10) of the Act (SAs). Our responsibilities underthose Standards are further described in the Auditor's Responsibilities for the Audit ofthe financial 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 (ICAI) together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Act and the Rules made thereunder and wehave fulfilled our other ethical responsibilities in accordance with these requirementsand the ICAI's Code of Ethics. We believe that the audit evidence obtained by us issufficient and appropriate to provide a basis for our opinion on the financial statements.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements of the current period. These matterswere addressed in the context of our audit of the financial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these matters. Wehave determined the matters described below to be the key audit matters to be communicatedin our report.

Key audit matters How our audit addressed the key audit matter
Accounting for investments The Company has investments aggregating Rs. 5.58 crores in equity shares debentures and units of mutual funds as at 31 March 2020. Our audit procedures included the following:
These investments are measured either at amortised cost Fair Value through Profit and Loss (‘FVTPL') or Fair Value through Other Comprehensive Income (FVTOCI') based on fulfilment of required criteria which involve management judgment. • Read the minutes of the meetings authorising the investment.
• Performed test of controls on the operating effectiveness of internal controls on investments.
• Obtained management representations on the judgments exercised for classification of investments including indicative yields and maturity periods considered for amortised cost workings.
• Tested the disclosures made by the Company.

Emphasis of Matter

We draw attention to Note 31 to the financial statements which describe the extent towhich the COVID-19 pandemic will impact the Company's operations and financial performancewhich will depend on future developments which are uncertain.

Our opinion is not modified in respect of this matter.

Other Information

The Company's Board of Directors is responsible for the other information. The otherinformation comprises Board's Report Report on Corporate governance and BusinessResponsibility report but does not include the financial statements and our auditor'sreport thereon.

Our opinion on the financial statements does not cover the other information and we donot express any form of assurance conclusion thereon.

In connection with our audit of the financial statements our responsibility is to readthe other information and in doing so consider whether the other information ismaterially inconsistent with the financial statements or our knowledge obtained during thecourse of our audit or otherwise appears to be materially misstated. If based on the workwe have performed we conclude that there is a material misstatement of this otherinformation we are required to report that fact. We have nothing to report in thisregard.

Management's Responsibilities for the financial statements

The Company's Board of Directors is responsible for the matters stated in section134(5) of the Act with respect to the preparation of these financial statements that givea true and fair view of the financial position financial performance including othercomprehensive income cash flows and changes in equity of the Company in accordance withthe accounting principles generally accepted in India including the Indian AccountingStandards (Ind AS) specified under section 133 of the Act read with the Companies (IndianAccounting Standards) Rules 2015 as amended. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting frauds andother irregularities; 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 view and are free from materialmisstatement 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 SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud 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.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

• identify and assess the risks of material misstatement of the financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.

• obtain an understanding of internal financial controls relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls with reference to financial statements inplace and the operating effectiveness of such control.

• evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by the management.

• conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe 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 financialstatements including the disclosures and whether the financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the financial statements of thecurrent period and are therefore the key audit matters. We describe these matters in ourauditor's report unless law or regulation precludes public disclosure about the matter orwhen in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 (the ‘Order')issued by the Central Government of India in terms of Section 143(11) of the Act we givein the Annexure A a statement on the matters specified in paragraphs 3 and 4 of theOrder.

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 including Other ComprehensiveIncome the Cash Flow Statement and Statement of Changes in Equity dealt with by thisReport are in agreement with the relevant books of account.

d) In our opinion the aforesaid financial statements comply with the AccountingStandards specified under section 133 of the Act read with Companies (Indian AccountingStandards) Rules 2015 as amended.

e) On the basis of the written representations received from the directors as on 31stMarch 2020 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2020 from being appointed as a director in terms of section164 (2) of the Act.

f) With respect to the adequacy of the internal financial controls over financialreporting of the Company with reference to these financial statements and the operatingeffectiveness of such controls refer to our separate Report in Annexure-B.

g) With respect to the other matters to be included in the Auditor's Report inaccordance with Section 197(16) of the Act the same is not applicable as during the yearthe Company has neither paid nor provided for any remuneration to its directors.

h) 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 knowledge and belief and according to the information andexplanations given to us:

i. The Company does not have any pending litigation which would impact its financialposition in its financial statements.

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.

iii. There has not been an occasion in case of the Company during the year under reportto transfer any sums to the Investor Education & Protection Fund and therefore thequestion of delay in transferring such sums does not arise.

For S. S. Rathi & Co
Chartered Accountants
Firm Regn. No.: 108726W
Sd/-
D. P. Rathi
Partner
M.No. 042068
Place : Mumbai
Dated: 31st July 2020
UDIN: 20042068AAAAAQ7596

ANNEXURE "A" TO INDEPENDENT AUDITORS' REPORT

(Referred to in paragraph 1 under Report on Other Legal and Regulatory Requirementssection of our Report of even date)

1. The Company does not have any fixed assets and hence reporting under clause 3(i)(a)(i)(b) & (i)(c) of the said order are not applicable to the Company.

2. (a) As explained to us the inventory has been physically verified by the managementat reasonable intervals. In our opinion the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us theprocedures of verification of inventory followed by the management are reasonable andadequate in relation to the size of the Company & the nature of its business.

(c) The Company is maintaining proper records of inventory. No discrepancies have beennoticed on reconciliation of physical inventories with the book records.

3. As informed to us the Company has not granted any loans secured or unsecured tocompanies firms limited liability partnerships or other parties covered in the registermaintained under section 189 of the Companies Act 2013. Therefore the provisions ofClause 3(iii)(a)(iii)(b) and (iii)(c) of the said Order are not applicable to theCompany.

4. In our opinion and according to the information and explanations given to us theCompany has not granted any loans or provided any guarantees or security to the partiescovered under Section 185. Further the Company has complied with the provisions ofsection 186 of the Companies Act 2013 in respect of the loans and investments made. TheCompany has not provided any guarantees or security.

5. The Company has not accepted any deposits from the public within the meaning ofSections 73 to 76 of the Act and the Rules framed thereunder to the extent notified.

6. Reporting under clause 3(vi) of the Order is not applicable as the Company'sbusiness activities are not covered by the Companies (Cost Records and Audit) Rules 2014.

7. (a) According to the information and explanations given to us and the records of theCompany examined by us in our opinion the Company is generally regular in depositingundisputed statutory dues applicable to it with the appropriate authorities though therehas been minor delay in some cases.

No undisputed amounts payable in respect of statutory dues applicable to the Companywere in arrears as at 31st March 2020 for period of more than six months fromthe date they became payable.

(b) According to the information and explanations given to us and the records of theCompany examined by us there are no dues of Income Tax Sales Tax Service Tax CustomsDuty Excise Duty Goods and Service Tax & Value Added Tax that have not beendeposited with the appropriate authorities on account of any dispute.

8. The Company has not taken any loans or borrowings from any financial institution orbank or Government nor has it issued any debentures as at the balance sheet date.Accordingly the provisions of clause 3(viii) of the Order are not applicable to theCompany.

9. The Company has not raised any moneys by way of initial public offer further publicoffer (including debt instruments) and term loans. Accordingly the provisions of clause3(ix) of the Order are not applicable to the Company.

10. During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyinstance of material fraud by the Company or on the Company by its officers or employeesnoticed or reported during the year nor have we been informed of any such case by theManagement.

11. The Company has neither paid nor provided for any managerial remuneration.Accordingly the provisions of clause 3(xi) of the Order are not applicable to theCompany.

12. In our opinion and according to the information and explanations given to us theCompany is not a Nidhi Company. Accordingly the provisions of clause 3(xii) of the Orderare not applicable to the Company.

13. The Company has not entered into any transactions of the nature specified undersection 188 of the Act with the related parties during the year. The provisions ofsection 177 are not applicable. Accordingly the provisions of clause 3(xiii) of the Orderare not applicable to the Company.

14. According to the information and explanations given to us the Company has not madeany preferential allotment or private placement of shares or fully or partly convertibledebentures during the year. Accordingly the provisions of clause 3(xiv) of the Order arenot applicable to the Company.

15. According to the information and explanations given to us the Company has notentered into any non-cash transactions with its directors or persons connected with him.Accordingly the provisions of clause 3(xv) of the Order are not applicable to theCompany.

16. The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934. Accordingly the provisions of clause 3(xvi) of the Order are notapplicable to the Company.

For S. S. Rathi & Co
Chartered Accountants
Firm Regn. No.: 108726W
Sd/-
D. P. Rathi
Place : Mumbai Partner
Dated : 31st July 2020 M.No. 042068
UDIN: 20042068AAAAAQ7596

ANNEXURE "B" TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 2(f) under ‘Report on Other Legal and RegulatoryRequirements' section of our report of even date)

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of HindCommerce Limited. ("the Company") as of 31st March 2020 inconjunction with our audit of the financial statements of the Company for the year endedon that date.

Management's Responsibility for the 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 Guidance Note on Audit of Internal Financial Controls over Financial Reporting issuedby the Institute of Chartered Accountants of India (ICAI). These responsibilities includesdesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the orderly and efficient conduct of businessincluding adherence to Company's policies the safeguarding of the assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Act.

Auditor's Responsibility

Our responsibility is to express an opinion on Company's internal financial controlsover financial reporting with reference to these financial statements based on our audit.We conducted our audit in accordance with the Guidance Note on Audit of Internal FinancialControls over Financial Reporting (‘the Guidance Note') and the Standards onAuditing prescribed under Section 143(10) of the Act to the extent applicable to an auditof internal financial controls and both issued by the Institute of Chartered Accountantsof India. Those Standards and Guidance note require that we comply with ethicalrequirements and plan and perform audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting with reference to thesefinancial statements was established and maintained and if such controls operatedeffectively in all material respects.

An audit involves performing procedure to obtain audit evidence about the adequacy ofthe internal financial controls over financial reporting with reference to these financialstatements and their operating effectiveness. Our audit of internal financial controlsover financial reporting with reference to these financial statements included obtainingan understanding of internal financial controls over financial reporting with reference tothese financial statements assessing the risk that a material weakness exists andtesting and evaluating the design and operating effectiveness of internal controls basedon the assessed risk. The procedures selected depend on the auditor's judgement includingthe assessment of the risks of material misstatement of the financial statements whetherdue 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 overfinancial reporting with reference to these financial statements.

Meaning of Internal Financial Controls over financial reporting with reference tofinancial statements

A company's internal financial control over financial reporting with reference tofinancial statements is a process designed to provide a reasonable assurance regarding thereliability of financial reporting and preparation of financial statements for externalpurpose in accordance with generally accepted accounting principles. A company's internalfinancial control over financial reporting with reference to financial statements includesthose policies and procedures that: (1)pertain to the maintenance of records that inreasonable detail accurately and fairly reflect the transactions and dispositions of theassets of the company; (2) provide reasonable assurance that the transactions are recordedas necessary to permit preparation of financial statements in accordance with thegenerally accepted accounting principles and that receipts and expenditures of thecompany are being made only in accordance with authorisations of management and directorsof the company; 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 financial reporting withreference to financial statements

Because of the inherent limitations of internal financial controls over financialreporting with reference to financial statements including the possibility of collusionor improper management override of controls material misstatements due to error or fraudmay occur and not be detected. Also projections of any evaluation of the internalfinancial control over financial reporting with reference to financial statements tofuture periods are subject to the risk that the internal financial control over financialreporting with reference to financial statements may become inadequate because of changesin conditions or that the degree of compliance with the policies or procedures maydeteriorate.

In our opinion to the best of our information and according to the explanationsgiven to us the Company has in all material respects maintained adequate internalfinancial controls over financial reporting with reference to these financial statementsand such internal financial controls over financial reporting with reference to thesefinancial statements were operating effectively as at 31st March 2020 basedon the criteria for internal control over financial reporting criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by theInstitute of Chartered Accountants of India.

For S.S. Rathi & Co
Chartered Accountants
Firm Regn. No.: 108726W
Sd/-
D.P. Rathi
Partner
M.No. 042068
Place : Mumbai
Dated : 31st July 2020
UDIN: 20042068AAAAAQ7596

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