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Madhusudan Securities Ltd.

BSE: 511000 Sector: Financials
NSE: N.A. ISIN Code: INE856D01011
BSE 00:00 | 08 Jun Madhusudan Securities Ltd
NSE 05:30 | 01 Jan Madhusudan Securities Ltd
OPEN 3.35
PREVIOUS CLOSE 3.35
VOLUME 60
52-Week high 11.50
52-Week low 3.35
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 3.35
CLOSE 3.35
VOLUME 60
52-Week high 11.50
52-Week low 3.35
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Madhusudan Securities Ltd. (MADHUSUDANSEC) - Auditors Report

Company auditors report

To

The Members Of

MADHUSUDAN SECURITIES LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of MADHUSUDAN SECURITIES LIMITED("the company")which comprise the Balance Sheet as at 31 March 2017 theStatement of Profit and Loss the Cash Flow Statement for the year then ended and asummary of significant accounting policies and other explanatory information.

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 internal financial control thatwere operating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.

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 thereunder.

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 of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our qualified opinion on the financial statements.

Basis for Qualified Opinion

Refer Note 17.1

Due to non performance of Business Transfer Agreement the 6142847 equityshares allotted to Primus Retail (P) Ltd. of face value of Rs. 10/- each have beencancelled and consequentially the securities premium have been reversed.

• The face value of such shares is accounted as Forfeited Shares to be re-issuedthrough Scheme of Arrangement pending statutory approval.

• The Company has not made any provision for advances of Rs. 12 Crores outstandingbeyond 3 years form Primus Retail (P) Ltd which is considered under liquidation by theauthorities.

Qualified Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us except for the effects of the matter described in the Basis for QualifiedOpinion paragraph the aforesaid financial statements give the information required by theAct in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India;

a) in the case of the Balance Sheet of the state of affairs of the Company as at March31 2017;

b) in the case of the Statement of Profit and Loss of the LOSS for the year ended onthat date; and

c) in the case of the Cash Flow Statement of the cash flows for the year ended on thatdate.

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2016 ("The Order")issued by the Government of India in terms of sub section (11) of Section 143 of theCompanies Act 2013 we give in the 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 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 appears from our examination of those books.

c) The Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealtwith by this Report are in agreement with the books of account.

d) Except for the effects of the matter described in the Basis for Qualified OpinionParagraph in our opinion the aforesaid financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (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 ourseparate report in "Annexure B. g) With respect to the other matters to be includedin the Auditor`s Report in accordance with Rule 11 of the Companies (Audit and Auditors)Rule 2014 in our opinion and to the nest of our information and according to theexplanation given to us:

i. The Company does not have any pending litigations which shall impact its financialpositions.

ii. The Company does not have any long terms contracts for which provisions arerequired to be made.

iii. The Company is not liable to transfer any amount to the Investor Education andProtection Fund.

iv. The company has provided requisite disclosures in the financial statements as toholding as well as dealings in Specified Bank Notes during the period from 8thNovember 2016 to 30th December 2016 and these are in accordance with thebooks of accounts maintained by the Company (Refer disclosure to the financial statement).

For VORA & ASSOCIATES

CHARTERED ACCOUNTANTS

(ICAI Firm Reg. No.: 111612W)

MAYUR A. VORA

PARTNER

(Membership No. 030097)

PLACE: MUMBAI

DATED: 15th May 2017

Annexure to the Auditors' Report

(Referred to in paragraph 1 under the heading "Report on Other Legal andRegulatory Requirements" of our

Report of even date for the year ended 31st March 2017)

(i) In respect of its Fixed Assets

The Company does not hold any fixed assets as on 31/03/2017. Accordingly sub-clause(a) (b) and (c) are not applicable.

(ii) In respect of inventories

During the year under review the Company does not have any inventory. Henceprovisions of clause 3(ii) of the Order are not applicable to the Company.

(iii) In respect of loans granted secured or unsecured by the Company to firms orother parties covered in the register maintained u/s 189 of the Companies Act 2013; TheCompany has not granted any secured / unsecured loan to any of the parties covered in theregister maintained under section 189 of the Companies Act 2013. Accordingly sub clauses(a) (b) and (c) are not applicable.

(iv) In respect of loans investments guarantees and securities the provisions ofsection 185 and 186 of the Companies Act 2013 have been complied as applicable.

(v) The Company has not accepted any deposits from the public within the meaning ofSection 73 to Section 76 of the Companies Act 2013.

(vi) The Central Government of India has not prescribed the maintenance of cost recordsunder Section 148 (1) of the Companies Act 2013 in respect of activities carried on bythe Company.

(vii) In respect to statutory dues

(a) According to the records of the Company the undisputed statutory dues under Incometax Service Tax and other Statutory Dues as applicable to it have been generallyregularly deposited with the appropriate authorities.

According to the information and explanations given to us no undisputed amountspayable in respect of the aforesaid dues were outstanding as at 31st March2017 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us there were no dues ofIncome Tax Service Tax and other Statutory Dues as applicable to it which have not beendeposited with the appropriate authorities on account of any dispute.

(viii) The Company has not defaulted in repayment of dues to any bank or financialinstitution during the year under review.

(ix) In our opinion and according to the information and explanations given to us theCompany the Company has not raised any funds by way of Initial Public Offer or obtainedterm loans during the year.

(x) According to the information and explanation given to us no material fraud on orby the Company has been noticed or reported during the course of our audit.

(xi) According to the information and explanation given to us The Company has not paidany managerial remuneration to any key management personnel during the year under review.

(xii) In our opinion and according to the information and explanation given to us theCompany is not a Nidhi Company. Therefore the provisions of clause 3 (xii) of "theOrder" are not applicable to the Company.

(xiii) According to the information and explanations given to us the transactions withrelated parties are in compliance with section 177 and section 188 as applicable duringthe year under review.

(xiv) The Company has not made any preferential allotment of shares or Debenturesduring the year. Therefore the provisions of clause 3 (xiv) of "the Order" arenot applicable to the Company.

(xv) According to the information and explanations given to us there are no non cashtransactions with Directors or any persons connected with them during the year underreview.

(xvi) According to the information and explanations given to us the company is notrequired to get registered under section 45-IA of the Reserve Bank of India Act 1934.

For VORA & ASSOCIATES

CHARTERED ACCOUNTANTS

(ICAI Firm Reg. No.: 111612W)

MAYUR A. VORA

PARTNER

(Membership No. 030097)

PLACE: MUMBAI

DATED: 15th May 2017

ANNEXURE B TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THE STANDALONE FINANCIAL

STATEMENTS OF MADHUSUDAN SECURITIES LIMITED

Independent Auditors Report on Internal Financial Control over Financial Reporting

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 MADHUSUDANSECURITIES LTD ("the Company") as of March 31 2017 in conjunction with ouraudit of the standalone financial statements of the Company for the year ended on thatdate.

Management's Responsibility for Internal Financial Controls

The Company's Board of Directors is responsible for establishing and maintaininginternal financial controls based on the internal control over financial reportingcriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls over FinancialReporting issued by the Institute of Chartered Accountants of India. Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Companies Act 2013.

Auditors' Responsibility

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) issued by ICAI and the Standards on Auditing issued by ICAI anddeemed to be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls both issued by the Institute ofChartered Accountants of India. Those Standards and the Guidance Note require that wecomply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all materialrespects.

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 judgement including the assessment of the risks ofmaterial misstatement of the 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 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 of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;

(2) Provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorisations of management and directors of the company; and

(3) Provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the company's assets that could have amaterial 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.

Opinion

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 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 VORA & ASSOCIATES

CHARTERED ACCOUNTANTS

(ICAI Firm Reg. No.: 111612W)

MAYUR A. VORA

PARTNER

(Membership No. 030097)

PLACE: MUMBAI

DATED: 15th May 2017