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Keerti Knowledge & Skills Ltd.

BSE: 538445 Sector: Others
NSE: KEERTI ISIN Code: INE586X01012
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Keerti Knowledge & Skills Ltd. (KEERTI) - Auditors Report

Company auditors report

To the Members of

Keerti Knowledge And Skills Limited

(Formerly Known as Keerti Software And Hardware Infotech Private Limited)

Report on the Audit of the Standalone Financial Statements

Opinion:

We have audited the Standalone Financial Statements of Keerti Knowledge and SkillsLimited ("the Company") which comprise the balance sheet as at 31stMarch 2020 and the statement of profit and loss and statement of cash flows for the yearthen ended and notes to the financial statements including a summary of significantaccounting policies and other explanatory 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 in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India of the state of affairs of theCompany as at March 31st 2020 and its profit and its cash flows for theyear ended 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 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. 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 that there are no key audit matters to communicate in our report.

Other Information:

The Company's Board of Directors is responsible for the preparation of the otherinformation. The other information comprises the information included in the ManagementDiscussion and Analysis Board's Report including Annexures to Board's Report but doesnot include the financial statements and our auditor's report thereon.

Our opinion on the financial statements does not cover the other information andwe 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 have performed 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 FinancialStatements:

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 financial statements that give a true and fair view of the financial positionfinancial performance and cash flows of the Company in accordance with the accountingprinciples generally accepted in India including the accounting Standards specified undersection 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.

That 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.

A further description of our responsibilities for the audit of the financial statementsis included in "Annexure A" to this auditor's report. Such description formsintegral part of this report.

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 Companies Act 2013 we give in the "Annexure B" a statement on the mattersspecified in paragraphs 3 and 4 of the Order to the extent applicable.

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 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 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 and the operating effectiveness of such controls refer to ourseparate Report in "Annexure C".

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 wouldimpact its financialposition as on 31st March 2020.

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

iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company.

N K Mittal & Associates

Chartered Accountants

Firm Registration Number : 113281W

CA N K Mittal

Proprietor

Membership No. 046785

UDIN: 20046785AAAAPZ8935

Place: Mumbai

Date: 15th July 2020.

Annexure A to Independent Auditor's report:

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 control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under section 143(3)(i)of the Companies Act 2013 we are also responsible for expressing our opinion on whetherthe company has adequate internal financial controls system in place and the operatingeffectiveness of such 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 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 ouraudit or'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.

"Annexure B" to the Independent Auditor's Report

Referred to in paragraph 9 of the independent Auditor's Report of even date to themembers of KEERTI KNOWLEDGE AND SKILLS LIMITED (FORMERLY KNOWN AS KEERTI SOFTWARE ANDHARDWARE INFOTECH PRIVATE LIMITED) on the financial statement as of and for the yearended March 31 2020.

(1) (a) In our Opinion and according to the information given to us the company ismaintaining proper records showing full particulars including quantitative details andsituation of its Property Plant & Equipment.

(b) In our Opinion and according to the information given to us the Property Plant& Equipment have been physically verified by the management at reasonable intervalsand no material discrepancies were noticed on such verification.

(c) In our Opinion and according to the information given to us and on the basis of ourexamination of the records of the Company the company does not hold any immovableproperty during the year hence 3(i)(c) is not applicable.

(2)(a) During the period the inventories have been physically verified by themanagement. 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 physical verification of inventories followed by the management arereasonable and adequate in relation to the size of the Company and the nature of itsbusiness.

(c) Proper records of inventory are maintained by the company. Further no materialdiscrepancies were noticed on physical verification by the management.

(3) (a) According to the information and explanations given to us the company hasgranted unsecured loans to companies or other parties covered in the register maintainedunder section 189 of the Companies Act 2013 in respect of which:

(b) The terms and conditions of the grant of such loans are in our opinion primafacie not prejudicial to the Company's interest.

(c) The schedule of repayment of principal and payment of interest has been stipulatedand repayment or receipts of principal amounts and interest have been regular as perstipulations.

(4) 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 Act in respect ofgrant of loans making investments and providing guarantees and securities as applicable.

(5) In our Opinion and according to the information and explanation given to us thecompany has not accepted any deposit from the public within the meaning of section 73 to76 or any other relevant provisions of the Companies Act 2013.

(6) According to the information and explanations given to us Central Government hasnot prescribed the maintenance of cost records under sub section (1) of section 148 of theCompanies Act 2013 in respect of activities carried by the Company.

(7) (a) According to the information and explanations given to us and on the basis ofour examination of the records of the company the company has been generally regular indepositing undisputed statutory dues including Income-tax Service tax Cess and othermaterial statutory dues as applicable with the appropriate authorities. As explained tous the company did not have any dues on account of Provident fund ESIC Sales TaxCustom Duty and excise duty.

According to the information and explanation given to us no undisputed amounts payablein respect of the above were in arrears as at March 31st 2020 for a period ofmore than six months from the date on when they become payable.

(b) According to the information and explanations given to us and based on the recordsof the company examined by us there are no dues of Income Tax Service Tax and cess whichhave not been deposited on account of any disputes.

(8) According to the information and explanations given to us the company has notdefaulted in repayment of loans or borrowing to a financial institution bank Governmentor dues to debenture holders.

(9) According to the records of the company examined by us and as per the informationand explanations given to us the Company has raised money by way of initial public offer.

(10) During the course of our examination of the books amd 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) In our opinion and according to the information given to us the managerialremuneration has been paid or provided in accordance with the requisite approvals mandatedby the provisions of section 197 read with Schedule V to the Companies Act.

(12) According to the information and explanations given to us the Company is notNidhi Company and Nidhi Rules 2014 are not applicable to it the provisions of clause3(xii) of the order are not applicable.

(13) According to the information and explanations given to us and on the basis of ourexamination of the records of the company the Company has entered into transactions withrelated parties in compliance with the provisions of Section 177 and 188 of the Act. Thedetails of such related party transaction have been disclosed in the financial statementsas required under Accounting Standard (AS) 18 Related Party Disclosures specified underSection 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014.

(14) Based upon the audit procedures performed and the information and explanationgiven by the management the company has made preferential allotment or private placementof shares during the period.

The company has made a Preferential Allotment of 400000 equity shares of face valueof Rs. 10/- each fully paid up for cash price of Rs. 80/- per equity share (includingshare premium of Rs. 70/- per equity shares) aggregating to Rs. 3.20 Crore held at BoardMeeting on 28th January 2020.

(15) According to the information and explanations given to us the Company has notentered into non cash transaction with its director in compliance with the provisions ofSection 192 of the Act. Accordingly the provisions of clause 3(xv) of the Order are notapplicable.

(16) According to the information and explanations given to us the Company is notrequired to be registered under Section 45-IA of the Reserve Bank of India Act 1934.Accordingly the provisions of Clause 3(xvi) of the Order are not applicable to theCompany.

For N K MITTAL & ASSOCIATES
Chartered Accountants
Firm Registration Number: 113281W
CA N K MITTAL
Place : Mumbai (Proprietor)
Date: 15th July 2020. Membership Number: 046785
UDIN: 20046785AAAAPZ8935

"Annexure C" to Independent Auditors Report

Referred to in paragraph 10(f)of the Independent Auditor's Report of even date to themembers of KEERTI KNOWLEDGE AND SKILLS LIMITED (FORMERLY KNOWN AS KEERTI SOFTWAREAND HARDWARE INFOTECH PRIVATE LIMITED on the financial statements for the year endedMarch 31st 2020.

Report of the Internal Financial Controls under Clause (i) of Sub-section 3 of section143 of the Act.

1. We have audited the internal financial controls over financial reporting of KeertiKnowledge And Skills Limited(Formerly Known as Keerti Software And Hardware InfotechPrivate Limited) ("the Company") as of March 31 2020 in conjunction withour audit of the standalone financial statements of the Company for the year ended on thatdate.

Management's Responsibility for Internal Financial Controls

2. 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 (ICAI). 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 Act.

Auditor's Responsibility

3. 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 deemed to be prescribedunder section 143(10) of the Act to the extent applicable to an audit of internalfinancial controls both applicable to an audit of internal financial controls and bothissued by the ICAI. Those Standards and the Guidance Note require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether adequate internal financial controls over Financial reporting was established andmaintained and if such controls operated effectively in all material respects.

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.

5. 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

6. A company's internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purpose in accordance withgenerally 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 thetransaction 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 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

7. 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

8. In our opinion the company has in all material respects an adequate internalfinancial control system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2019 based on theinternal control over financial reporting criteria established by the company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.

For N K MITTAL & ASSOCIATES

Chartered Accountants

Firm Registration Number: 113281W

CA N K MITTAL

(Proprietor)

Membership Number : 046785

UDIN :20046785AAAAPZ8935

Place : Mumbai

Date :15thJuly 2020.