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Indsoya Ltd.

BSE: 503639 Sector: Industrials
NSE: N.A. ISIN Code: INE314N01010
BSE 05:30 | 01 Jan Indsoya Ltd
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Indsoya Ltd. (INDSOYA) - Auditors Report

Company auditors report

To

The Members of INDSOYA LIMITED.

Report on the standalone Financial Statements

Opinion

We have audited the financial statements of INDSOYA LIMITED(:‘theCompany") which comprise the balance sheet as at March 31 2019 and the statementof profit and loss (including other comprehensive income) statement of changes in equityand statement of cash flows for the year then ended and notes to the financialstatements including a summary of significant accounting policies and other explanatoryinformation (Collectively referred to as ‘standalone financial statements').

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Companies Act 2013 in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India of the state ofaffairs (financial position) of the Company as at March 31 2019 and its profit(financial performance including other comprehensive income) changes in equity and itscash flows for the year ended on that date:-

a. In the case of the balance sheet of the state of affairs of the company as at 31stMarch 2019

b. In the case of the statement of profit and loss of the profit (financialperformance including other comprehensive income) changes in equity; and

c. In the case of the cash flow statement of the cash flow statement for the yearended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Companies Act 2013. Our responsibilities under thoseStandards are further described in the Auditor's Responsibilities for the Audit of theFinancial Statements section of our report. We are am independent of the Company inaccordance with the Code of ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Companies Act 2013 and the Rules thereunder and we have fulfilled our other ethical responsibilities in accordance with theserequirements and the Code of Ethics we believe that the audit evidence We have obtainedis sufficient and appropriate to provide a basis for our opinion.

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. Thesematters were addressed in the context of our audit of the financial statements as a wholeand in forming our opinion thereon

We have determined that there are no key audit matters to communicate in ‘ourreport.

Other Information

The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the annual report but does not includethe financial statements and our auditor's report 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 in theaudit or otherwise appears to be materially misstated. If based on the work we haveperformed we conclude that there is a material misstatement of this other information wehave required to report that fact. We have nothing to report in this regard.

Responsibility of Management for the Standalone 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 ofthese standalone financial statements that give a true and fair view of the financialposition financial performance (including other comprehensive income) changes in equityand cash flows of the Company in accordance with the accounting principles generallyaccepted in India including the. Indian Accounting Standards (‘Ind AS') specifiedunder section 133 of the Act. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding of 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.

In preparing the financial statements the Board of Directors is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessthe Board of Directors either intends to liquidate the Company or to cease operations orhas no realistic alternative but to do so.

Boards 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 materia! 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 Standards on Auditing ('SAs') We exerciseprofessional judgment and maintain 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 control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under section 143(3} ofthe Act Weare also responsible for expressing our opinion on whether the company hasadequate internal financial controls system in place and the operating effectiveness ofsuch controls

• Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by 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 existsweare required to draw attention in our auditor's report to the related disclosures in thefinancial statements or if such disclosures are inadequate to modify our opinion. Ourconclusions 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.

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 sub-section (11) of section 143 ofthe Act we give in the "Annexure A" a statement on the matters specified inparagraphs 3 and 4 of the Order to the extent applicable.

2. As required by Seetion 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 the Statement of Changes InEquity and the Cash flow Statement dealt with by this Report are inagreemen With the booksof accounts;

d. In our opinion the aforesaid : financial statements comply with the IndianAccounting prescribed under Section 133 of the Act read with Companies (Indian AccountingStandard) Rules 2016.

e. On the basis of the written representations received from the directors as on 31March 2019 taken on record by the Board of Directors none of the. directors isdisqualified as on 31 March 2019 from being appointed as a director in terms of section164(2) of the Act;

f. With respect to the adequacy of she internal financial controls over financialReporting of the Company and the operating effectivness of such controls. Refer to ourseparate Report in "Annexure B".

g. With respect to the other matters to be included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit andi Auditors) Rules 2014 in our opinionand to the best of our information and according to the explanations given to us .

i. The Company does not have any pending litigations which would impact its financialposition.

if. The Company did nut have any long term contract including derivative contract; assuch the question of commenting on material foreseeable losses thereon does not arise;

iii.There has not been any occasion in ease of the Company during the year under reportto transfer any sums to the investor education and protection fund. The question of delayin transferring such sums does not arise.

FOR BHATTER & PALIWAI

Chartered Accountants

FRN:131411W

Gopal Bhatter

(Partner)

Membership No. 411226

Place: Mumbai

Date : 30/05/2019

ANNEXURE "A" TO AUDITORS REPORT INDSOYA LIMITED

For the year ended 31st March 2018

1. 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 physically verification of its fixed assets bywhich fixed assets are verified in a phased manner over a period of three years inaccordance with the program certain fixed assets were verified during the year and nomaterial discrepancies were noticed on such verification. In our opinion thisperiodically of physical verification is reasonable having regards to the size of thecompany and the nature of its assets.

c) According to the information and explanation given to us and on the basis of ourexamination of the records of the company the company has no immovable property duringthe year.

2. Since the company has no inventory the para regarding physical verification ofinventory is not applicable.

3. As per the information and explanations given to us the company has granted loansto associate companies/ parties Covered in the register maintained under Section 189 ofthe Companies Act. In our opinion the terms and condition on which said advance given isnot prima facie prejudicial to the interest of the company.

4. In our opinion According to the information and explanation given to us the companyhas complied with the provision of section 185 and 186 of the Act with respect to theloan and investments made

5. As per the information and explanations given to us the company has not accepteddeposits whether the directives issued by the Reserve Bank of India and the provisions ofsections 73 to 76 or any other relevant provisions of the Companies Act and the rulesframed there under

6. The Central government has not prescribed the maintenance of cost records undersection 148 (1) of the Companies Act & as informed to us the same has also not beenmaintained.

7. a) According to the information and explanation given to us and based on the booksand records examined by us the Provident Fund Investor Education and Protection FundEmployees' State Insurance Income Tax Sales Tax Wealth Tax Service Tax Custom DutyExcise Duty cess and other statutory dues wherever applicable have been generallydeposited regularly during the year with appropriate authorities. There are no outstandingstatutory dues as on 31st March 2019 for a period of more than six months fromthe date they become payable.

b) According to the information and explanation given to us and based on the books andrecords examined by us there are no dues of Income Tax Sales Tax Wealth Tax ServiceTax Custom Duty Excise Duty cess and other statutory dues wherever applicable whichhave not been deposited on account of any dispute.

8. The Company does not have any loans or borrowings from any financial institutionbanks governments and debenture holders during the year Accordingly this para is notapplicable.

9. The Company did not raised any money by way of initial public offer or furtherpublic offer (including debt instruments) and term loan during the year. Accordingly thispara is not applicable.

10. According to the information and explanation given to us no fraud on or by thecompany has been noticed or reported during the year

11. As per the information and explanations given to us and based our examination ofthe record of the company the company has paid/provide for managerial remuneration inaccordance with the provision of section 197 read with schedule V to the Act

12. In our opinion and according to the information and explanation given to us theCompany is not a nidhi company. Accordingly this para is not applicable.

13 According to the information and explanation given to us and based on ourexamination of the record of the company transaction with the related parties are inaccordance with the section 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the financial statement as required by the applicableaccounting standards.

14. According to the information and explanation given to us and based on ourexamination of the record of the company the Company has not made any preferentialallotment or private placement of share or fully or partly convertible during the year.

15. According to the information and explanation given to us and based on ourexamination of the record of the company the company has not entered into non-cashtransactions with directors or persons connected with him. Accordingly this para is notapplicable.

16. The Company is not required to be registered under section 45-IA of reserve bank ofIndia Act1934.

For BHATTER & PALIWAL

Chartered Accountants

Firm Regn. No. 131411W

Gopal Bhatter

Partner

M.No. 411226

Date: 30th May 2019

Place: Mumbai

Annexure B

To The Independent Auditor's Report Of Even Date On The Financial Statements of INDSOYALIMITED

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 IndsoyaLimited ("the Company") as of March 31 2019 in conjunction with our audit ofthe IND AS financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the criteria established by the Company considering the sizeof company and 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 ("the Guidance Note"). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Companies Act 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on tiie Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia 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 about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness.

Our audit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the riskthat a material weakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The procedures selecteddepend on the auditor's judgment including the assessment of the risks of materialmisstatement of the IND AS financial statements whether due 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 systemover financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of IND AS financial statements for externa! purposes in accordance withgenerally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that (t) 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 IND ASfinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance withauthorizations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorised acquisition use ordisposition of the company's assets that could have a material effect on the IND ASfinancial 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.

Opinion

In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlswere operating effectively as at March 31 2019 based on the assessment of essentialcomponents of internal controls over financial reporting stated in the Guidance Notecarried out by the Company and representation to that effect is made available to us bythe Company.

For BHATTER & PALIWAL

Chartered Accountants

Firm Regn. No. 131411W

Gopal Bhatter

Partner

M.No. 411226

Date: 30thh May 2019

Place: Mumbai