To the Members of Mo lal Oswal Financial Services Limited
REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS
1. We have audited the accompanying standalone financial statements of Mo lal OswalFinancial Services Limited (the Company) which comprise the Balance Sheetas at 31 March 2021 the Statement of Profit and Loss (including Other ComprehensiveIncome) the Cash Flow Statement and the Statement of Changes in Equity for the year thenended and a summary of the significant accoun ng policies and other explanatory informaon.
2. In our opinion and to the best of our informa on and according to the explana onsgiven to us the aforesaid standalone financial statements give the informa on required bythe Companies Act 2013 (Act) in the manner so required and give a true andfair view in conformity with the accoun ng principles generally accepted in Indiaincluding Indian Accoun ng Standards (Ind AS) specified under sec on 133 ofthe Act of the state of a airs of the Company as at 31 March 2021 and its profit(including other comprehensive income) its cash flows and the changes in equity for theyear ended on that date.
Basis for Opinion
3. We conducted our audit in accordance with the Standards on Audi ng specified undersec on 143(10) of the Act. Our responsibili es under those standards are further describedin the Auditors Responsibili es for the Audit of the Financial Statements sec on ofour report. We are independent of the Company in accordance with the Code of Ethics issuedby the Ins tute of Chartered Accountants of India (ICAI) together with theethical requirements that are relevant to our audit of the financial statements under theprovisions of the Act and the rules thereunder and we have fulfi lled our other ethicalresponsibili es in accordance with these requirements and the Code of Ethics. We believethat the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our opinion.
Key Audit Ma ers
4. Key audit ma ers are those ma ers that in our professional judgment were of mostsignifi cance in our audit of the standalone financial statements of the current period.These ma ers were addressed in the context of our audit of the financial statements as awhole and in forming our opinion thereon and we do not provide a separate opinion onthese ma ers.
5. We have determined the ma ers described below to be the key audit ma ers to becommunicated in our report.
|Key audit ma er ||How our audit addressed the key audit ma er |
|Informa on Technology system for the financial repor ng process || |
|The Company is highly dependent on its informa on technology (IT) systems for carrying on its opera ons which require large volume of transac ons to be processed on a daily basis. Further the Companys accoun ng and financial repor ng processes are dependent on the automated controls enabled by IT systems which impacts key financial accoun ng and repor ng items such as Brokerage income Trade receivable ageing amongst others. The controls implemented by the Company in its IT environment determine the integrity accuracy completeness and validity of data that is processed by the applica ons and is ul mately used for financial repor ng. ||Our key audit procedures with the involvement of our IT specialists included but were not limited to the following: |
|We have focused on user access management change management segrega on of duties developer access to the production environment and changes to IT environment. Further we also focussed on key automated process controls relevant for financial repor ng. || Obtained an understanding of the Companys IT environment and conducted risk assessment and iden fi ed IT applica ons databases and opera ng systems that are relevant to our audit. Also obtained an understanding of key automated controls opera ng over such iden fi ed IT applica ons; |
|Accordingly since our audit strategy has focused on key IT systems and controls due to pervasive impact on the financial statements and performing testing of automated process controls and general controls; we have determined the same as a key audit ma er for current year audit. || Tested the design and operating effectiveness of the Companys IT controls over IT applications as iden fi ed above; |
| || For the IT applications identified above tested sample of key IT general controls par cularly logical access password management change management and aspects of IT opera onal controls. Tested that requests for access to systems were appropriately reviewed and authorised; tested controls around Companys periodic review of access rights; inspected requests of changes to systems for appropriate approval and authoriza on; |
| || Tested related interfaces confi gura on and other applica on layer controls iden fi ed during our audit and report logic for system generated reports relevant to the audit mainly for Brokerage income Trade receivable ageing for evalua ng completeness and accuracy; and |
| || Where defi ciencies were iden fi ed tested compensa ng controls or performed alterna ve procedures. |
|Valua on of equity investments carried at fair value Refer note 2.6 for significant accoun ng policies and note 54 for financial disclosures || |
|As at 31 March 2021 the Company held investment in Shubham Housing Development Finance company Private Limited amoun ng to R 58.63 crores which represents 0.65 % of the total assets of the Company as at 31 March 2021. ||Our audit procedures in rela on to valua on of investment with the involvement of our valua on experts included but were not limited to the following: |
|This investment is not traded in the ac ve market. The fair valua on of this investment is determined by a management- appointed independent valua on expert based on discounted cash flow method. The process of computa on of fair valua on of investment includes use of unobservable inputs and management judgements and es mates which are complex. The key assump ons underpinning managements assessment of fair value of this investment includes applica on of liquidity discounts; calcula on of discoun ng rates and the es ma on of projec ons of revenues projec ons of future cash fl ows and growth rates. ||Design/Controls: |
|The valua on of this investment was considered to be one of the areas which required significant auditor a en on and was one of the ma ers of most signifi cance in the standalone fi financial statements due to the materiality of total value of investment to the standalone financial statements and the complexity involved in the valua on of this investment. || Obtained a detailed understanding of the managements process and controls for determining the fair valua on of this investment. The understanding was obtained by performance of walkthroughs which included inspec on of documents produced by the Company and discussion with those involved in the process of valua on; |
| || Evaluated the design and the opera onal e ec veness of relevant key controls over the valua on process including the Companys review and approval of the es mates and assump ons used for the valua on including key authoriza on and data input controls independent price verification performed by the management expert and model governance and valua on. |
| ||Substan ve tests: |
| || Assessed the appropriateness of the valuation methodology used for the of this investment in accordance with the Companys policy and tested the mathema cal accuracy of the managements model adopted; |
| || Obtained the valua on report from managements expert and assessed the experts competence objectivity and independence in performing the valua on of these investments; |
| || Assessed the appropriateness of the valua on model used by the management and the assump ons used rela ng to projected cash flows and the discoun ng factor. |
| || Ensured the appropriateness of the carrying value of these investments in the financial statements and the gain or loss recognised in the financial statements as a result of such fair valua on; and |
| || Ensured the appropriateness and adequacy of disclosures in accordance with the applicable accoun ng standards. |
Informa on other than the Financial Statements and Auditors Report thereon
6. The Companys Board of Directors is responsible for the other informa on. Theother informa on comprises the informa on included in the Annual Report but does notinclude the financial statements and our auditors report thereon. The Annual Reportis expected to be made available to us a er the date of this auditors report.
Our opinion on the financial statements does not cover the other informa on and we willnot express any form of assurance conclusion thereon.
In connec on with our audit of the financial statements our responsibility is to readthe other informa on iden fi ed above when it becomes available and in doing so considerwhether the other informa on is materially inconsistent with the financial statements orour knowledge obtained in the audit or otherwise appears to be materially misstated.
When we read the Annual Report if we conclude that there is a material misstatementtherein we are required to communicate the ma er to those charged with governance.
Responsibilities of Management and Those Charged with Governance for the StandaloneFinancial Statements
7. The accompanying standalone financial statements have been approved by theCompanys Board of Directors. The Companys Board of Directors is responsiblefor the ma ers stated in sec on 134(5) of the Act with respect to the prepara on of thesestandalone financial statements that give a true and fair view of the state of thefinancial posi on financial performance including other comprehensive income changes inequity and cash flows of the Company in accordance with the accoun ng principles generallyaccepted in India including the Ind AS specified under sec on 133 of the Act. Thisresponsibility also includes maintenance of adequate accoun ng records in accordance withthe provisions of the Act for safeguarding of the assets of the Company and for preven ngand detec ng frauds and other irregulari es; selec on and applica on of appropriate accounng policies; making judgments and es mates that are reasonable and prudent; and designimplementa on and maintenance of adequate internal financial controls that were opera nge ec vely for ensuring the accuracy and completeness of the accoun ng records relevant tothe prepara on and presenta on of the financial statements that give a true and fair viewand are free from material misstatement whether due to fraud or error.
8. In preparing the financial statements management is responsible for assessing theCompanys ability to con nue as a going concern disclosing as applicable ma ersrelated to going concern and using the going concern basis of accoun ng unless managementeither intends to liquidate the Company or to cease opera ons or has no realis c alternave but to do so.
9. The Board of Directors is also responsible for overseeing the Companysfinancial repor ng process.
Auditors Responsibili es for the Audit of the Financial Statements
10. Our objec ves 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 auditors report that includes our opinion. Reasonable assurance is ahigh level of assurance but is not a guarantee that an audit conducted in accordance withStandards on Audi ng will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered material if individuallyor in the aggregate they could reasonably be expected to influence the economic decisionsof users taken on the basis of these financial statements.
11. As part of an audit in accordance with Standards on Audi ng we exerciseprofessional judgment and maintain professional skep cism throughout the audit. We also:
Iden fy 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 detec ng a material misstatement resul ng fromfraud is higher than for one resul ng from error as fraud may involve collusion forgeryinten onal omissions misrepresenta ons 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 sec on 143(3)(i)of the Act we are also responsible for expressing our opinion on whether the company hasadequate internal financial controls system in place and the opera ng e ec veness of suchcontrols.
Evaluate the appropriateness of accoun ng policies used and the reasonablenessof accoun ng es mates and related disclosures made by management.
Conclude on the appropriateness of managements use of the going concernbasis of accoun ng and based on the audit evidence obtained whether a materialuncertainty exists related to events or condi ons that may cast significant doubt on theCompanys ability to con nue as a going concern. If we conclude that a materialuncertainty exists we are required to draw a en on in our auditors report to therelated disclosures in the financial statements or if such disclosures are inadequate tomodify our opinion. Our conclusions are based on the audit evidence obtained up to thedate of our auditors report. However future events or condi ons may cause theCompany to cease to con nue as a going concern.
Evaluate the overall presenta on structure and content of the financialstatements including the disclosures and whether the financial statements represent theunderlying transac ons and events in a manner that achieves fair presenta on.
12. We communicate with those charged with governance regarding among other ma ersthe planned scope and ming of the audit and significant audit findings including anysignificant defi ciencies in internal control that we iden fy during our audit.
13. We also provide those charged with governance with a statement that we havecomplied with relevant ethical requirements regarding independence and to communicatewith them all rela onships and other ma ers that may reasonably be thought to bear on ourindependence and where applicable related safeguards.
14. From the ma ers communicated with those charged with governance we determine thosema ers that were of most signifi cance in the audit of the standalone financial statementsof the current period and are therefore the key audit ma ers. We describe these ma ers inour auditors report unless law or regula on precludes public disclosure about the maer or when in extremely rare circumstances we determine that a ma er should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communica on.
Report on Other Legal and Regulatory Requirements
15. As required by sec on 197(16) of the Act based on our audit we report that theCompany has paid remunera on to its directors during the year in accordance with theprovisions of and limits laid down under sec on 197 read with Schedule V to the Act.
16. As required by the Companies (Auditors Report) Order 2016 (theOrder) issued by the Central Government of India in terms of sec on 143(11) of theAct we give in Annexure I a statement on the ma ers specified in paragraphs 3 and 4 ofthe Order. 17. Further to our comments in Annexure I as required by sec on 143(3) of theAct we report to the extent applicable that:
a) we have sought and obtained all the informa on and explana ons which to the best ofour knowledge and belief were necessary for the purpose of our audit of the accompanyingstandalone financial statements;
b) in our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examina on of those books
c) the standalone financial statements dealt with by this report are in agreement withthe books of account;
d) in our opinion the aforesaid standalone financial statements comply with Ind ASspecified under sec on 133 of the Act;
e) on the basis of the wri en representa ons received from the directors and taken onrecord by the Board of Directors none of the directors is disqualified as on 31 March2021 from being appointed as a director in terms of sec on 164(2) of the Act;
f) we have also audited the internal financial controls with reference to financialstatements of the Company as on 31 March 2021 in conjunc on with our audit of thestandalone financial statements of the Company for the year ended on that date and ourreport dated 29 April 2021 as per Annexure II expressed unmodified opinion;
g) with respect to the other ma ers to be included in the Auditors Report inaccordance with rule 11 of the Companies (Audit and Auditors) Rules 2014 (as amended) inour opinion and to the best of our informa on and according to the explana ons given tous:
i. the Company as detailed in note 38(c) to the standalone financial statements hasdisclosed the impact of pending li ga ons on its financial posi on as at 31 March 2021;
ii. the Company did not have any long-term contracts including deriva ve contracts forwhich there were any material foreseeable losses as at 31 March 2021;
iii. there has been no delay in transferring amounts required to be transferred tothe Investor Educa on and Protec on Fund by the Company during the year ended 31 March2021.
iv. the disclosure requirements rela ng to holdings as well as dealings in specifiedbank notes were applicable for the period from 8 November 2016 to 30 December 2016 whichare not relevant to these standalone financial statements. Hence repor ng under thisclause is not applicable.
For Walker Chandiok & Co LLP
Firms Registra on No.: 001076N/N500013
Murad D. Daruwalla
Membership No.: 043334
Date: 29 April 2021
Annexure I to the Independent Auditors Report of even date to the members of Molal Oswal Financial Services Limited on Standalone Financial Statement for the Year ended31 March 2021
Based on the audit procedures performed for the purpose of repor ng a true and fairview on the standalone financial statements of the Company and taking into considera onthe informa on and explana ons given to us and the books of account and other recordsexamined by us in the normal course of audit and to the best of our knowledge and beliefwe report that:
(i) (a) The Company has maintained proper records showing full par culars includingquan ta ve details and situa on of Property Plant and Equipment.
(b) The Company has a regular program of physical verifi ca on of its Property Plantand Equipment under which all Property Plant and Equipment are verifi ed once in threeyears which in our opinion is reasonable having regard to the size of the Company andthe nature of its assets. In accordance with this program fixed assets were verifi ed bythe Company during the year except for certain assets amoun ng to R 400 Lakhs which couldnot be verifi ed by the management on account of the ongoing Covid-19 pandemic restric onsand the management has planned to physically verify such assets during the financial yearending 31 March 2022. No material discrepancies were no ced on verifi ca on performed inthe current year.
(c) The tle deeds of all the immovable proper es (which are included under the headProperty Plant and Equipment) are held in the name of the Company.
(ii) The Company does not have any inventory. Accordingly the provisions of clause3(ii) of the Order are not applicable.
(iii) The Company has granted unsecured loans to companies covered in the registermaintained under Sec on 189 of the Act; and with respect to the same:
(a) in our opinion the terms and condi ons of grant of such loans are not p rimafacie prejudicial to the companys interest;
(b) the schedule of repayment of the principal and the payment of the interest has notbeen s pulated and hence we are unable to comment as to whether repayments/receipts of theprincipal amount and the interest are regular;
(c) there is no overdue amount in respect of loans granted to such companies.
(iv) In our opinion the Company has complied with the provisions of Sec ons 185 and186 of the Act in respect of loans investments guarantees and security.
(v) In our opinion the Company has not accepted any deposits within the meaning of Secons 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules 2014 (asamended). Accordingly the provisions of clause 3(v) of the Order are not applicable.
(vi) The Central Government has not specified maintenance of cost records under sub -sec on (1) of Sec on 148 of the Act in respect of Companys services. Accordinglythe provisions of clause 3(vi) of the Order are not applicable.
(vii) (a) Undisputed statutory dues including provident fund employees stateinsurance income - tax sales-tax goods and service tax service tax duty of customsduty of excise value added tax cess and other material statutory dues as applicablehave generally been regularly deposited to the appropriate authori es though there hasbeen a slight delay in a few cases. Undisputed amounts payable in respect of stamp dutywhich were outstanding at the year-end for period of more than six months from the datethey become payable are as follows: Statement of arrears of statutory dues outstanding formore than six months
|Name of the statute ||Nature of the dues ||Amount (R in lakhs) ||Period to which the amount relates ||Due Date ||Date of Payment |
|Indian Stamp Act 1899 ||Stamp Duty ||104 ||FY 2016-17 || ||Not paid as on 29 April 2021 |
|Indian Stamp Act 1899 ||Stamp Duty ||150 ||FY 2017-18 ||Not Available as Stamp Duty is ||Not paid as on 29 April 2021 |
|Indian Stamp Act 1899 ||Stamp Duty ||196 ||FY 2018-19 ||collected in States where Payment and ||Not paid as on 29 April 2021 |
|Indian Stamp Act 1899 ||Stamp Duty ||184 ||FY 2019-20 ||Levy Mechanism is not established. ||Not paid as on 29 April 2021 |
|Indian Stamp Act 1899 ||Stamp Duty ||75 ||FY 2020-21 || ||Not paid as on 29 April 2021 |
(b) The dues outstanding in respect of income-tax sales-tax service-tax duty ofcustoms duty of excise and value added tax on account of any dispute are as follows:Statement of Disputed Dues
|Name of the statute ||Nature of due ||Amount (Rin Lacs) ||Amount Paid under Protest (Rin Lacs) ||Period to which the amount relates ||Forum where dispute is pending |
|Income Tax Act 1961 ||Income Tax ||6 ||15 ||2009-10 ||Commissioner of Income Tax (Appeals) |
|Income Tax Act 1961 ||Income Tax ||41 ||20 ||2012-13 ||Commissioner of Income Tax (Appeals) |
|Income Tax Act 1961 ||Income Tax ||133 ||19 ||2013-14 ||Income Tax Appellate Tribunal. |
|Income Tax Act 1961 ||Income Tax ||2064 ||168 ||2014-15 ||Income Tax Appellate Tribunal. |
|Income Tax Act 1961 ||Income Tax ||1081 ||92 ||2015-16 ||Commissioner of Income Tax (Appeals) |
|Income Tax Act 1961 ||Income Tax ||1452 ||137 ||2016-17 ||Commissioner of Income Tax (Appeals) |
|Income Tax Act 1961 ||Income Tax ||2773 || ||2017-18 ||Commissioner of Income Tax (Appeals) |
|Income Tax Act 1961 ||Income Tax ||564 ||- ||2018-19 ||Commissioner of Income Tax (Appeals) |
(viii) The Company has not defaulted in repayment of loans or borrowings to anyfinancial ins tu on or a bank or government or any dues to debenture-holders during theyear.
(ix) In our opinion the Company has applied moneys raised by way of the term loans forthe purposes for which these were raised. The Company did not raise moneys by way of inial public offer/ further public offer (including debt instruments).
(x) No fraud by the Company or on the Company by its o cers or employees has been noced or reported during the period covered by our audit.
(xi) Managerial remunera on has been paid and provided by the company in accordancewith the requisite approvals mandated by the provisions of Sec on 197 of the Act read withSchedule V to the Act.
(xii) In our opinion the Company is not a Nidhi Company. Accordingly provisions ofclause 3(xii) of the Order are not applicable.
(xiii) In our opinion all transac ons with the related parties are in compliance withSec ons 177 and 188 of Act where applicable and the requisite details have beendisclosed in the standalone financial statements etc. as required by the applicable IndAS.
(xiv) During the year the company has not made any preferen al allotment or privateplacement of shares or fully or partly conver ble debentures.
(xv) In our opinion the Company has not entered into any non-cash transac ons with thedirectors or persons connected with them covered under Sec on 192 of the Act.
(xvi) The Company is not required to be registered under Sec on 45-IA of the ReserveBank of India Act 1934.
For Walker Chandiok & Co LLP
Firms Registra on No.: 001076N/N500013
Murad D. Daruwalla
Membership No.: 043334
Date: 29 April 2021
Annexure II to the Independent Auditors Report of even date to the members of Molal Oswal Financial Services Limited on the Standalone Financial Statements for the yearended 31 March 2021
Independent Auditors Report on the internal financial controls with reference tothe standalone financial statements under Clause (i) of Sub-sec on 3 of Sec on 143 of theCompanies Act 2013 (the Act)
1. In conjunc on with our audit of the standalone financial statements of Mo lal OswalFinancial Services Limited (the Company) as at and for the year ended 31 March2021 we have audited the internal financial controls with reference to the standalonefinancial statements of the Company as at that date.
Responsibili es of Management and Those Charged with Governance for Internal FinancialControls
2. The Companys Board of Directors is responsible for establishing andmaintaining internal financial controls based on the internal financial controls withreference to financial statements criteria established by the Company considering theessen al components of internal control stated in the Guidance Note on Audit of InternalFinancial Controls over Financial Reporting (the Guidance Note) issued by theIns tute of Chartered Accountants of India (ICAI).These responsibili esinclude the design implementa on and maintenance of adequate internal financial controlsthat were opera ng e ec vely for ensuring the orderly and efficient conduct of theCompanys business including adherence to the Companys policies thesafeguarding of its assets the preven on and detec on of frauds and errors the accuracyand completeness of the accoun ng records and the mely prepara on of reliable financialinforma on as required under the Act.
Auditors Responsibility for the Audit of the Internal Financial Controls withReference to Standalone Financial Statements
3. Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to standalone financial statements based on our audit. Weconducted our audit in accordance with the Standards on Audi ng issued by the Ins tute ofChartered Accountants of India (ICAI) prescribed under Sec on 143(10) of theAct to the extent applicable to an audit of Company's internal financial controls withreference to standalone financial statements and the Guidance Note on Audit of InternalFinancial Controls Over Financial Reporting (the Guidance Note) issued by theICAI. 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 with reference to standalone financial statementswere established and maintained and if such controls operated e ec vely in all materialrespects.
4. Our audit involves performing procedures to obtain audit evidence about the adequacyof the internal financial controls with reference to standalone financial statements andtheir opera ng e ec veness. Our audit of internal financial controls with reference tostandalone financial statements includes obtaining an understanding of such internalfinancial controls assessing the risk that a material weakness exists and tes ng andevalua ng the design and opera ng e ec veness of internal control based on the assessedrisk. The procedures selected depend on the auditors judgement including theassessment of the risks of material misstatement of the financial statements whether dueto 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 Companys internal financial controlswith reference to standalone financial statements.
Meaning of Internal Financial Controls with Reference to Standalone FinancialStatements
6. A company's internal financial controls with reference to standalone financialstatements is a process designed to provide reasonable assurance regarding the reliabilityof financial repor ng and the prepara on of financial statements for external purposes inaccordance with generally accepted accoun ng principles. A company's internal financialcontrols with reference to standalone financial statements include those policies andprocedures that
(1) pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transac ons and disposi ons of the assets of the company;
(2) provide reasonable assurance that transac ons are recorded as necessary to permitprepara on of financial statements in accordance with generally accepted accoun ngprinciples and that receipts and expenditures of the company are being made only inaccordance with authorisa ons of management and directors of the company; and
(3) provide reasonable assurance regarding preven on or mely detec on of unauthorisedacquisi on use or disposi on of the company's assets that could have a material effecton the financial statements.
Inherent Limita ons of Internal Financial Controls with Reference to StandaloneFinancial Statements
7. Because of the inherent limita ons of internal financial controls with reference tostandalone financial statements including the possibility of collusion or impropermanagement override of controls material misstatements due to error or fraud may occurand not be detected. Also projec ons of any evalua on of the internal financial controlswith reference to standalone financial statements to future periods are subject to therisk that the internal financial controls with reference to standalone financialstatements may become inadequate because of changes in condi ons or that the degree ofcompliance with the policies or procedures may deteriorate.
8. In our opinion the Company has in all material respects adequate internalfinancial controls with reference to standalone financial statement and such controls wereopera ng e ec vely as at 31 March 2021 based on the internal financial controls withreference to financial statements criteria established by the Company considering theessen al components of internal control stated in the Guidance Note issued by the ICAI.
For Walker Chandiok & Co LLP
Firms Registra on No.: 001076N/N500013
Murad D. Daruwalla
Membership No.: 043334
Date: 29 April 2021