The Members of Kalpa Commercial Limited
1. Report on the Financial Statement
We have audited the accompanying financial statements of Kalpa Commercial Limited("the company") which comprise the balance sheet as at March 31 2017 theStatement of Profit and Loss and Cash Flow Statement for the year then ended and asummary of significant accounting policies and other explanatory information.
2. Management's Responsibility for the financial statements
The Company's Board of Directors is responsible for the matters in section 134(5) ofthe Companies Act 2013 ("the Act") with respect to the preparation of thesefinancial statements that give a true and fair view of the financial position financialperformance and cash flows of the Company in accordance with the accounting principlesgenerally accepted in India including the Accounting Standards specified under Section133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014. Thisresponsibility also includes the maintenance of adequate accounting records in accordancewith the provision of the Act for safeguarding of the assets of the Company and forpreventing and detecting the 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 financialcontrol that were operating effectively for ensuring the accuracy and completeness of theaccounting records relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.
3. Auditor's Responsibility
Our responsibility is to express an opinion on these financial statements based on ouraudit. We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made there under.
We conducted our audit in accordance with the Standards on Auditing specified undersection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor'sjudgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error. In making those risk assessments the auditorconsiders internal financial control relevant to the Company's preparation of thefinancial statements that give true and fair view in order to design audit procedures thatare appropriate in the circumstances An audit also includes evaluating theappropriateness of accounting policies used and the reasonableness of the accountingestimates made by Company's Directors as well as evaluating the overall presentation ofthe financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovidea basis for our audit opinion on the financial statements.
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 the Actin the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India;
(a) In the case of Balance Sheet of the state of affairs of the company as at March31 2017
(b) In the case of Statement of Profit and Loss of the PROFIT for the year ended onthat date.
(c) In the case of the Cash Flow Statement of the cash flow for the year ended on thatdate.
5. Report on other legal and regulatory requirements
i) As required by the Companies (Auditor's Report) Order 2016 ("the Order")as amended issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Act we give in the "Annexure A" a statement on the mattersspecified in paragraphs 3 and 4 of the Order.
ii) 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 purpose of our audit;
b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books;
c) The Balance Sheet the Statement of Profit and Loss and the Cash Flow Statementdealt with by this Report are in agreement with the books of account.
d) In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014.
e) On the basis of written representations received from the directors as on 31 March2017 taken on record by the Board of Directors none of the directors is disqualified ason 31 March 2017 from being appointed as a director in terms of Section 164(2) of theAct.
f) With respect to the adequacy of the internal financial controls over financialreporting of
the Company and the operating effectiveness of such controls refer to our separateReport 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 and 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.
ii. The Company did not have any long-term contracts including derivatives contractsfor which there were any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.
iv. The Company has provided requisite disclosures in its financial statements as toholdings as well as dealings in Specified Bank Notes during the period from 8 November2016 to 30 December 2016. Based on audit procedures and relying on the managementrepresentation we report that the disclosures are in accordance with the books of accountsmaintained by the Company and as produced to us by the management. Refer Note No. 29 tothe financial statements.
For Sudhir Agarwal & Associates
CA Sudhir Kumar Agarwal
Membership No. 88583
Place: New Delhi
Date: 30thMay 2017
''ANNEXURE A" TO THE AUDITOR'S REPORTS TO THE MEMBERS OF KALPA COMMERCIALLIMITEDFOR THE YEAR ENDING 31st MARCH 2017
Referred to in paragraph 1 under the heading 'Report on Other Legal and RegulatoryRequirements' of our report of even date to the financial statements of the company forthe year ended March 31 2017;
(i) In respect of its fixed Assets:
(a) There are no fixed assets in the company.
(ii) In respect of its inventories:
As explained to us the inventory has been physically verified at reasonable intervalsduring the year by the management. In our opinion the frequency of verification isreasonable. The discrepancies noticed on verification between the physical stocks and thebook records were not material.
(iii) Transactions with parties' u/s 189 of the Companies Act 2013
The company has not granted any loans secured or unsecured to companies firmsLimited Liability Partnerships or other parties covered in the register maintained underSection 189 of the Companies Act. Accordingly the provisions of clause 3(iii) are notapplicable to the Company.
(iv) Section 185 and 186 of the Companies Act 2013
In our opinion and according to the information and explanations given to us thecompany has complied with the provisions of section 185 and 186 of the Companies Act 2013in respect of loans investments guarantees and security.
(v) Deposits accepted from the public
In our opinion and according to the information and explanations given to us thecompany has not accepted any deposits from the public and hence the directives issued bythe Reserve Bank of India and the provisions of sections 73 to 76 or any other relevantprovisions of the Act and the Companies (Acceptance of Deposit) rules 2015 with regard tothe deposits accepted from the public are not applicable.
(vi) Maintenance of Cost records
We have been informed that the company is not required to maintain cost records whichare specified by the Central Government under sub-section (1) of section 148 of theCompanies Act 2013 in respect of the activities carried on by the company.
(vii) Statutory dues
a. According to information and explanation given to us and on the basis of ourexamination of the books of account and record the company has generally been regular indepositing undisputed statutory dues including Provident Fund Employees' StateInsurance Income tax Service Tax cess and other statutory dues with the appropriateauthorities during the year.
According to information and explanations given to us no undisputed amount payable inrespect of above were in arrears as at 31st March 2017 for a period of morethan six months from the date they became payable.
b. According to the information and explanations given to us there are no dues ofIncome tax Service Tax outstanding on account of any dispute.
(viii) Repayment of dues of financial institution or bank etc
In our opinion and according to the information and explanations given to us thecompany has not taken any loans from financial institutions and banks and has not issuedany debentures.
(ix) Issue of IPO
Based upon the audit procedures performed and the information and explanation given bythe management the company has not raised moneys by way of initial public offer orfurther public offer including debt instruments and term loans. Accordingly theprovisions of clause 3 (ix) of the Order are not applicable to Company.
Based upon the audit procedures performed and the information and explanation given bythe management we report that no fraud by the company or on the company by its officersor employees has been noticed or reported during the year.
(xi) Based upon the audit procedures performed and the information and explanationgiven by the management the managerial remuneration has been paid or provided inaccordance with the provisions of section 197 read with Schedule V to the Companies Act.
(xii) In our opinionthe Company is not a Nidhi Company. Therefore the provisions ofclause 4 (xii) of the Order are not applicable to the Company.
(xiii) Related Party Transactions
In our opinion transactions with the related parties are in compliance with section177 and 188 of Companies Act 2013and the details have been disclosed in the FinancialStatements as required by the applicable accounting standards.
(xiv) Preferential Allotment
Based upon the audit procedures performed and the information and explanation given bythe management the company has not made any preferential allotment or private placementof shares or fully or partly convertible debentures during the year under review.
(xv) Non-Cash Transaction with Directors
Based upon the audit procedures performed and the information and explanation given bythe management the Company has not entered into any non-cash transactions with directorsor persons connected with him. Accordingly the provisions of clause 3 (xv) of the Orderare not applicable to the Company.
(xvi) In our opinion the Company is not required to be registered under section 45 IAof the Reserve Bank of Act 1934 and accordingly the provisions of clause 3 (xvi) of theOrder are not applicable to the Company and hence not commented upon.
For Sudhir Agarwal Associates Chartered Accountants FRN:509930 C
|Sd/- || |
|CA Sudhir Kumar Agarwal ||Place: New Delhi |
|(Partner) ||Date:30thMay 2017 |
|Membership No. 88583 || |
Annexure B" to the Independent Auditor's Report of even date on the FinancialStatements of KALPA COMMERCIAL LIMITED
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 KalpaCommercial Limited("the Company") as of March 31 2017 in conjunction with ouraudit of the 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 internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India".
These responsibilities include the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct of its business including adherence to company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013.
Our responsibility is to express an opinion on the 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 includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the Company's internal financial controls system overfinancial 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 financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized 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 Financial Reporting
Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.
In our opinion the Company has in all material respects an adequate internalfinancial Controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2017 based on"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".
For Sudhir Agarwal Associates
|Sd/- || |
|CA Sudhir Kumar Agarwal ||Place: New Delhi |
|(Partner) ||Date:30thMay 2017 |
|Membership No. 88583 || |