NARENDRA INVESTMENTS DELHI LIMITED
1. Report on the standalone Financial Statements
We have audited the standalone financial statements of NARENDRA INVESTMENTS DELHILIMITED ("the Company") which comprise the Balance Sheet as at 31 March2019 the Statement of Profit and Loss (Other Comprehensive Income) the Cash Flowstatement and the statement of change in equity for the year then ended and a summary ofthe significant accounting policies and other explanatory information in which is includedthe standalone financial statement for the year ended on that date of unaudited financialstatement of overseas branch. In our opinion and to the best of our information andaccording to the explanations given to us the aforesaid standalone financial statementsgive the information required by the Companies Act 2013 (the Act) in the manner sorequired and give a true & fair view in conformity with the Indian accounting standardprescribed under Section 133 of the Act read with Companies (Indian Accounting Standards)Rules 2015 as amended ("Ind AS") and other accounting principles generallyaccepted in India of the state of affairs of the Company as at 31st March2019.
2. Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Act. Our responsibilities under those Standards are furtherdescribed in the Auditor's Responsibilities for the Audit of the Standalone FinancialStatement section of our report. We are independent of the Company in accordance with theCode of Ethics issued by the Institute of Chartered Accountants of India (ICAI) togetherwith the ethical requirements that are relevant to our audit of the standalone financialstatements under the provisions of the Act and the Rules made thereunder and we havefulfilled our other ethical responsibilities in accordance with these requirements and theCode of Ethics. We believe that the audit evidence we have obtained is sufficient &appropriate to provide a base for our opinion. We believe that the audit evidence we haveobtained is sufficient & appropriate to provide a basis for our audit opinion on thestandalone financial statement.
3. Key Audit Matters
Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone financial statements of the current period.These matters were addressed in the context of our audit of the standalone financialstatements as a whole and in forming our opinion thereon and we do not provide a separateopinion on these matters. We have determined the matters described below to be key auditmatters to be communicated in our report.
|Key Audit Matter: - ||How the matter was addressed in our Audit: - |
|1) Fair Value of Investments || |
|The Company's investments (other than investment in Subsidiary and Associates) are measured at fair value at each reporting date and these fair value measurements significantly impact the Company's results. Within the Company's investment portfolio the valuation of certain assets such as unquoted equity and bonds requires significant judgement as a result of quoted prices being unavailable and limited liquidity in these markets. ||We have assessed the Company's process to compute the fair value of various investments. For quoted instruments we have independently obtained market quotations and recalculated the fair valuations. For the unquoted instruments we have obtained an understanding of the various valuation methods used by management and analyzed the reasonableness of the principal assumptions made for estimating the fair values and various other data used while arriving at the fair value measurement. |
4. Management's Responsibility for the Standalone Financial Statement
The Company's and Traded Stock Management and Board of Directors are responsible forthe matters stated in Section 134(5) of the Companies Act 2013 ("the Act") withrespect to the preparation of these standalone financial statements that give a true andfair view of the financial position financial performance including other comprehensiveincome changes in equity and cash flows of the Company in accordance with the accountingprinciples generally accepted in India including the Accounting Standards (INDAS)specified under Section 133 of the Act.
This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act; for safeguarding the assets of the Company andfor preventing and detecting 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 financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of standalonefinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.
In preparing the standalone financial statements the Management and Board of Directorsare responsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.
The Board of Directors is also responsible for overseeing the Company's financialreporting process.
5. 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 it 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.
6. Report on Other Legal and Regulatory Requirements
As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in exercise of powers conferred by sub-section(11) of Section 143 of the Act we give in the "Annexure A" a statementon the matters specified in para 3 and 4 of the said order to the extend applicable
(A) 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 report on the unaudited account of overseas branch U/s 143(8) of the Act hasbeen properly dealt by us in preparing this report. Our opinion on the financialstatements is not modified in respect of unaudited report.
d. The Balance Sheet the Statement of Profit and Loss including other comprehensiveincome the statement of change in equity and the Cash Flow Statement dealt with by thisReport are in agreement with the relevant books of account;
e. In our opinion the aforesaid standalone financial statements comply with theAccounting Standards prescribed under Section 133 of the Act read with relevant rulesissued there under.
f. On the basis of the written representations received from the directors as at 31stMarch2019 and taken on record by the Board of Directors none of the directors is disqualifiedas at 31stMarch 2019 from being appointed as a director in terms of Section164(2) of the Act;
g. 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"
(B) 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.
a. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses; and
b. There are no amounts which are required to be transferred to the Investor Educationand Protection Fund by the Company.
ANNEXURE A TO THE INDEPENDENT AUDITOR'S REPORT
The annexure referred to in independent auditor's report to the members of the Companyon the standalone financial statements for the year ended 31stMarch 2019. Wereport that:
1. a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.
b) As explained to us the Company has a program for physical verification of fixedassets at periodic intervals. In our opinion the period of verification is reasonablehaving regard to the size of the Company and the nature of its assets. The discrepanciesreported on such verification were not material and have been properly dealt with in thebooks of account.
c) The company does not own any immovable properties.
2. The Company does not hold inventory at the end of the year. Therefore the saidclause is not applicable to the Company.
3. The Company has granted loans to one company covered in the register maintainedunder section 189 of the Companies Act 2013.
a) In our opinion the rate of interest and other terms and conditions on which theloans had been granted to the Company covered in the register maintained under section 189of the Act are not prima facie prejudicial to the interest of the company.
b) In the case of the loan granted to the company covered in the register maintainedunder section 189 of the Act the borrower has been regular in the payment of theprincipal and interest as stipulated.
c) There are no overdue amounts in respect of the loan granted to the Company coveredin the register maintained under section 189 of the Companies Act 2013.
4. In our opinion and according to the information and explanations given to usprovisions of section 185 and 186 of the Companies Act 2013 in respect of loans todirectors including entities in which they are interested and in respect of loans andadvances given investments made and guarantees and securities given have been compliedwith by the company.
5. The Company has not accepted any deposits from the public.
6. The Central Government of India has not prescribed maintenance of cost records undersub-section (1) of Section 148 of the Companies Act 2013 for any of the product of thecompany.
7. a) According to the information and explanations given to us and the records of theCompany examined us by us in our opinion the Company is generally regular in depositingundisputed statutory dues in the respect of provident fund employees' state insurance andservice tax and is regular in depositing undisputed statutory dues in respect of investoreducation and protection fund sales tax income tax wealth tax customs duty exciseduty and other material statutory dues as applicable with the appropriate authorities.
b) According to the information and explanation given to us and records examined by usthere are no disputed dues of GST Sales Tax Wealth Tax Service Tax Custom Duty ExciseDuty and Cess outstanding as on 31st March 2019:
8. Based on our audit procedures performed for the purpose of reporting the true andfair view of the financial statements and according to information and explanations givenby the management we are of the opinion that the Company has not defaulted in repaymentof dues to a financial institution bank or debenture holders or government.
9. Based on our audit procedures performed for the purpose of reporting the true andfair view of the financial statements and according to the information and explanationsgiven by the management and on an overall examination of the balance sheet we report thatmonies raised by way term loans were applied for the purposes for which those were raised.
10. Based upon the audit procedures performed for the purpose of reporting the true andfair view of the financial statements and according to the information and explanationsgiven by the management we report that no fraud on or by the officers and employees ofthe Company has been noticed or reported during the year.
11. Based upon the audit procedures performed and the information and explanation givenby the management no managerial remuneration has been paid or provided.
12. In our opinion the Company is not a nidhi company. Therefore the provisions ofclause 3(xi) of the order are not applicable to the Company and hence not commented upon.
13. Based on our audit procedures performed for the purpose of reporting the true andfair view of the financial statements and according to the information and explanationsgiven by the management transactions with the related parties are in compliance withsection 177 and 188 of Companies Act 2013 where applicable and the details have beendisclosed in the notes to the financial statements as required by the applicableaccounting standards.
14. Based on our audit procedures performed for the purpose of reporting the true andfair view of the financial statements and according to the information and explanationsgiven by the management the Company has complied with provisions of section 42 of theCompanies Act 2013 in respect of the preferential allotment during the year. Based on ouraudit procedures performed for the purpose of reporting the true and fair view of thefinancial statements and according to the information and explanations given by themanagement we report that the amounts raised have been used for the purposes for whichthe funds were raised.
15. Based on our audit procedures performed for the purpose of reporting the true andfair view of the financial statements and according to the information and explanationsgiven by the management the Company has not entered into any non-cash transactions withdirectors or persons connected with him.
16. According to the information and explanations given to us the provisions ofsection 45-IA of the Reserve Bank of India Act 1934 are not applicable to the Company.
Annexure B to the Independent Auditors Report
ANNEXURE TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THE FINANCIAL STATEMENTSOF NARENDRA INVESTMENTS DELHI LIMITED 31st March 2019 Report on theInternal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of theCompanies Act 2013 (the Act)
We have audited the internal financial controls with reference to financial statementof Narendra Investments Delhi Limited ("the Company") as of March 31 2019 inconjunction with our audit of the standalone financial statements of the Company for theyear 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 (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 the Company's policies the safeguarding of its assetsthe prevention 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.
Our responsibility is to express an opinion on the Company's internal financialcontrols over financial statement based on our audit. We conducted our audit in accordancewith the Guidance Note and the Standards on Auditing as specified under section 143(10) ofthe Companies Act 2013 to the extent applicable to an audit of internal financialcontrols with reference to financial statement. Those Standards and the Guidance Noterequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls over financialreporting were established and maintained and whether such controls operated effectivelyin all material respects. Our audit involves performing procedures to obtain auditevidence about the adequacy of the internal financial controls system over financialreporting and their operating effectiveness. Our audit of internal financial controls overfinancial reporting included obtaining an understanding of internal financial controlsover financial reporting assessing the risk that a material weakness exists and testingand evaluating the design and operating effectiveness of internal control based on theassessed risk. The procedures selected depend on the auditor's judgement including theassessment of the risks of material misstatement of the financial statements whether dueto fraud or error. We believe that the audit evidence which we have obtained is sufficientand appropriate to provide a basis for our audit opinion on the Company's internalfinancial controls with reference to financial statement.
Meaning of Internal Financial Controls Over Financial Statement
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 authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised 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 Statement
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 and to the best of our information and according to explanation given tous the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 31 2019 based on the internal controlover financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia.
| ||For Shah & Kathariya |
| ||Chartered Accountants |
| ||Firm Reg. No. 115171 |
| ||[CA P M Kathariya] |
|Date: 29thMay 2019 ||Partner |
|Place: Mumbai ||Membership No. 031315 |