Indo Thai Securities Ltd.
|BSE: 533676||Sector: Financials|
|NSE: INDOTHAI||ISIN Code: INE337M01013|
|BSE 00:00 | 30 Jul||70.40||
|NSE 00:00 | 30 Jul||69.35||
|Mkt Cap.(Rs cr)||70|
|Mkt Cap.(Rs cr)||70.40|
Indo Thai Securities Ltd. (INDOTHAI) - Auditors Report
Company auditors report
The Members of Indo Thai Securities Limited
( CIN No. L67120MP1995PLC008959 )
We have audited the standalone Ind AS financial statements of IndoThai Securities Limited ("the Company") which comprise the Balance Sheet asat March 31 2020 the Statement of Profit and Loss (including other comprehensiveincome) Statement of Changes in Equity and Statement of Cash Flows for the year thenended and a summary of significant accounting policies and other explanatory information(hereinafter referred to as "the financial statements").
ln our opinion and to the best of our information and according to theexplanations given to us the aforesaid financial statements give the information requiredby the Companies Act 2013 (the"Act") in the manners o required and give a trueand fair view in conformity with Indian Accounting Standards prescribed under section 133of the Act read with the Companies (Ind ian 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 March 31 2020 loss total comprehensive incomechanges in equity and cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements inaccordance with the Standards on Auditing (SAs) specified under section143(10) of theCompanies Act 2013.Our responsibilities under those Standards are further described inthe Auditor's Responsibilities for the Audit of the financial statements section of ourreport. We are independent of the Company in accordance with the Code of Ethics issued bythe Institute of Chartered Accountants of India("ICAI")together with the ethicalrequirements that are relevant to our audit of the financial statements under theprovisions of the Act and the Rules there under and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the ICAI's Code of Ethics. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our opinion on the financial statements.
Key Audit Matters
Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the financial statements of the current period.These matters were addressed in the context of our audit of the financial statements as awhole and informing our opinion thereon and we do not provide a separate opinion onthese matters. There is no key audit matter to be communicated in our report.
Information Other than the Financial Statements and
Auditor's Report Thereon
The Company's Board of Directors is responsible for the preparation ofthe other information. The other information comprises the information in clued in theManagement and Discussion Analysis Board's Report including Annexures to Board's ReportCorporate Governance and Shareholder's Information but does not include the financialstatements and our auditor's report thereon.
Our opinion on the financial statements does not cover the otherinformation and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements ourresponsibility is to read the other information and in doing so consider whether theother information is materially in consistent with the financial statements or ourknowledge obtained in the audit or otherwise appears to be materially misstated.
lf based on the work we have performed on the other informationobtained prior to the date of this auditor's report we conclude that there is a materialmisstatement of this other information we are required to report that fact. We havenothing to report in this regard.
Responsibilities of Management and Those Charged with
Governance for the Financial Statements
The Company's Board of Directors is responsible for the matters statedsection134(5) of the Act with respect to the preparation of these financial statementsthat give a true and fair view of the financial position financial performance totalcomprehensive income changes in equity and cash flows of the Company in accordance withthe Ind AS and other accounting principles generally accepted in India. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safe guarding of the assets of the Company and forpreventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free from material mis statementwhether due to fraud or error.
In preparing the financial statements the management is responsiblefor assessing the Company's ability to continue as a going concern disclosing asapplicable matters related to going concern and using the going concern basis ofaccounting unless the management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing theCompany's financial reporting process.
Auditor's Responsibilities for the Audit of the Standalone
Our objectives are to obtain reasonable assurance about whether thefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Mis statements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these financial statements.
As part of an audit in accordance with SAs we exercise professionaljudgement and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of thefinancial statements whether due to fraud orerror design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.
Obtain an understanding of internal financial controls relevantto the audit in order to design audit procedures that are appropriate in thecircumstances. Under section 143(3)(i) of the Act we are also responsible for expressingour opinion on whether the Company has adequate internal financial controls system inplace 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 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 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 auditor's report. However future events or conditions maycause the Company to ceaseto continue as a going concern..
Evaluate the overall presentation structure and content of thefinancial statements including the disclosures and whether the financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation..
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 standalonefinancial 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.
The comparative financial information of the Company for the year endedMarch 31 2019 and the transition date opening balance sheet as at April 1 2018 includedin these standalone Ind AS financial statements are based on the previously issuedstatutory financial statements prepared in accordance with Companies (AccountingStandards) Rules 2016 audited by us on which we had expressed an unmodified opinion videour Audit Reports dated May 15 2019 and May 26 2018 respective as adjusted for thedifferences in accounting principles adopted by the company on transition to the Ind ASwhich have been audited by us.
Our opinion is not modified in respect of this matter.
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 in terms of Section 143(11) ofthe Act we give in "Annexure A" a statement on the matters specified inparagraphs 3 and 4 of the Order.
2.As required by section 143 (3) of the Act we report 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 our auditof the financial statements.
b) ln 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 Balance Sheet the Statement of Profit and Loss (including OtherComprehensive Income) the Statement of changes in Equity and the Statement of Cash Flowsdealt with by this Report are in agreement with the books of account maintained for thepurpose or preparation of the financial statements.
d) ln our opinion the aforesaid financial statements comply with theInd AS 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 thedirectors as on March 31 2020 taken on record by the Board of Directors none of thedirectors is disqualified as on March 31 2020 from being appointed as a director in termsof 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 B".
g) With respect to the other matters to be included in the Auditor'sReport in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 inour opinion and to the best of our information and according to the explanations given tous:
i. The Company has no pending litigations on its financial position inits Standalone Financial Statements;
ii. The Company did not have any longterm 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.
h) With respect to the matter to be included in the Auditors' Reportunder section 197(16) of the Act as amended:
i. In our opinion and according to the information and explanationsgiven to us the remuneration paid by the Company to its managing director during the yearis in accordance with the provisions of section 197 of the Act.
Annexure A to the Independent Auditor's Report of even date on theStandalone financial Statements of Indo Thai Securities Limited
i The annexure referred to the Independent Auditors' Report to themembers of the company on the standalone financial statements for the year ended March 312020 we report that: i.
i) (a) The Company has maintained proper records showing fullparticulars including quantitative details and situation of fixed assets.
(b) The Company has a regular programme of physical verification of itsfixed assets by which fixed assets are verified in a phased manner. In accordance withthis programme certain fixed assets were verified during the year and no materialdiscrepancies were noticed on such verification. In our opinion this periodicity ofphysical verification is reasonable having regard to the size of the Company and thenature of its assets.
(c) According to the information and explanation given to us and on thebasis of our examination of the records of the company the title deeds of immovableproperties are held in the name of the company.
ii. As explained to us the stock of shares during the year was in dematform and management has verified the same from the demat account statement. In ouropinion the frequency of verification is reasonable. The company is maintaining properrecords of inventory and no discrepancies were noticed on verification between electronicrecords and book records.
iii. The Company has granted loans unsecured to one body corporatecovered in the register maintained under Section 189 of the Companies Act 2013.
a) ln our opinion the rate of interest and other terms and conditionson which the loans had been granted to the Companies were not prima facie prejudicial tothe interests of the Company.
b) The borrowers have been regular in the payment of the principal andinterest as stipulated.
c) There are no overdue amounts as at the balance sheet date inrespect of these loans.
iv. According to the information and explanations given to us thecompany has complied with the provisions of section 185 and 186 of the Act with respect tothe loans investments guarantees and securities made as applicable.
v. The Company has not accepted any deposits from the public withinthe meaning of Section 73 to 76 or any other relevant provisions of the Act and Rulesframed there under. We are informed that no order has been passed by the Company Law Boardor National Company Law Tribunal or Reserve Bank of India or any court or other tribunal.
vi. According to the information and explanations given to us inrespect of the class of industry the company falls under the Central Government has notprescribed the maintenance of cost records under Section 148(1) of the Act. Thereforeparagraph 3(vi) of the Order is not applicable to the Company.
vii. According to the records of the Company examined by us andinformation and explanations given to us:
(a) According to the information and explanations given to us theCompany is generally regular in depositing undisputed statutory dues including providentfund employees state insurance income tax service tax sales tax value added taxgoods and services tax cess and other statutory dues as applicable to the Company withthe appropriate authorities. Further as explained there are no undisputed statutory duesoutstanding for more than six months as at March 31 2020 from the date they becamepayable.
b) According to the information and explanations given to us andrecords of the Company examined by us there are no dues of Income Tax Wealth Tax SalesTax Service Tax Value Added Tax Goods and Services Tax Excise Duty Customs Duty andCess which have not been deposited on account of any dispute.
viii. According to the information and explanation given to us thecompany has not defaulted in repayment of loans to banks. The Company has not taken anyloans or borrowings from Government or financial institutions and did not have any dues todebenture holders during the year.
ix. In our opinion and according to the information and explanationsgiven to us the Company has not raise any money by way of initial public offer or furtherpublic offer (including debt instrument).
x. According to the information and explanations given to us and basedon the audit procedures performed and the representations obtained from the management wereport that no fraud by the company or on the Company by its officers or employees havinga material misstatement on the financial statements has been noticed or reported duringthe period under audit.
xi. According to the information and explanations given to us and basedon verification of records the managerial remuneration has been paid in accordance withthe requisite approvals mandated by the provisions of section 197 read with Schedule V ofthe Companies Act 2013.
xii. ln our Opinion and according to the information and explanationsgiven to us the Company is not a Nidhi Company and hence clause (xii) of the order is notapplicable to the Company.
xiii. According to the information and explanation given to us andbased on verification of the records and approvals of the Audit Committee alltransactions with the related parties are in compliance with sections 177 and 188 ofCompanies Act 2013 where applicable and the details have been disclosed in the FinancialStatements etc. as required by the applicable accounting standards.
xiv.According to the information and explanations given to us and basedon our examination of the records of the Company the company has not made anypreferential allotment or private placement of shares or fully or partly convertibledebentures during the year.
xv. According to the information and explanations given to us thecompany has not entered into any noncash transactions with directors or personsconnected with him. Therefore paragraph 3(xv) of the order is not applicable to theCompany.
xvi. According to the information and explanations given to us thecompany is not required to be registered under Sec 45IA of the Reserve Bank of IndiaAct 1934.
Annexure "B" to the Independent Auditors' Report of even dateon the Standalone financial Statements of Indo Thai Securities Limited
Report on the Internal Financial Controls over Financial Reportingunder Clause (i) of Sub-section 3 of Section 143 of the Companies Act 2013 ("theAct")
We have audited the internal financial controls over financialreporting of Indo Thai Securities Limited ("the Company") as of March31 2020 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date.
Management's Responsibility for Internal Financial
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.
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 (the"Standards") issued by ICAl and deemed to be prescribed under section 143(10)of the Companies Act 2013 to the extent applicable to an audit of internal financialcontrols both applicable to an audit of Internal Financial Controls and both issued bythe Institute of Chartered Accountants of India. Those Standards and the Guidance Noterequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls over financialreporting was established and maintained and if such controls operated effectively in allmaterial 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 auditor's judgement including the assessment of therisks of material misstatement of the financial statements whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internal financialcontrols system over financial reporting.
Meaning of Internal Financial Controls over Financial
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 themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over
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 March 31 2020 based onthe 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.