To the Members of
Nishtha Finance and Investment (India) Limited
We have audited the accompanying Ind AS financial statements of Nishtha Finance andInvestment (India) Limited which comprise the Balance Sheet as at March 31 2019 theStatement of Profit and Loss (Including Other Comprehensive Income) the Cash FlowStatement for the year then ended and a summary of significant accounting policies andother 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 ("the Act") in the manner so required and give a true andfair view in conformity with the Indian Accounting Standards prescribed under section 133of the Act read with the Companies (Indian Accounting Standards) Rules 2015 as amended("Ind AS") and other accounting principles generally accepted in India of thestate of affairs of the Company as at March 31 2019 its profit total comprehensiveincome its cash flows and the changes in equity for the year ended on that date.
Basis of Opinion
We conducted our audit of the financial statements in accordance with the Standards onAuditing specified under section 143(10) of the Act (SAs). Our responsibilities underthose Standards are further described in the Auditor's Responsibility 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 (ICAI) together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Act and the Rules made thereunder and wehave fulfilled our other ethical responsibilities in accordance with these requirementsand the ICAI's Code of Ethics. We believe that the audit evidence obtained by us issufficient and appropriate to provide a basis for our audit opinion on the financialstatements.
2. Management's Responsibility for the Financial Statements
The Company's Board of Directors is responsible for the matters stated in the 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 read with Rule 7 of the Companies (Accounts) Rules 2014. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation and maintenance of adequate internal financial controls that wereoperating 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.
3. Auditor's Responsibility for the Financial Statements
Our responsibility is to express an opinion on these financial statements based on ouraudit.
We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made there under.
We conducted our audit in accordance with the Standards on Auditing specified undersection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on the auditor'sjudgment including the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error. In making those risk assessments the auditorconsiders internal control relevant to the Company's preparation of the financialstatements that give true and fair view in order to design audit procedure that areappropriate in the circumstances. An audit also includes evaluating the appropriateness ofthe accounting policies used and the reasonableness of the accounting estimates made bythe Company's Directors as well as evaluating the overall presentations of the financialstatements.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the financial statements.
In our opinion and to the best of our information and according to the explanationsgiven to us and subject to note no. 4 of the notes to the Ind AS financial statementsthe aforesaid standalone financial statements give the information required by the Act inthe manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India of the state of affairs of the Company as at March31 2019 and its profit total comprehensive income the changes in equity and its cashflows for the year ended on that date.
5. Report on Other Legal and Regulatory Requirements
i. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of section (11) of section 143 of theCompanies Act2015 we give in the "Annexure-A" a statement on the mattersspecified in the paragraphs 3 and 4 of the Order to the extent applicable.
ii. As required by section 143(3) of the Act we report that:
a. We have obtained all the information and explanations which to the best of ourknowledge 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 appears from our examination of those books
c. The Balance Sheet Statement of Profit and Loss and Cash Flow Statement dealt withby this Report are in agreement with the books of account.
d. In our opinion the aforesaid financial statements comply with the Indian AccountingStandards specified under section 133 of the Act read with the Rule 7 of the Companies(Accounts) Rules 2014.
e. On the basis of written representations received from the directors as on March 312019 and taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2019 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"; and
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 accordance to the explanation given to us:
i. The company does not have any pending litigations which would impact its financialposition.
ii.The company did not have any long term contracts including derivative contracts forwhich there were any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.
Annexure-A to Independent Auditors' Report
Referred to in Paragraph 5(i) under the heading of "Report on Other Legal andRegulatory Requirements" of our report of even date.
1. In respect of Fixed Assets(Including Capital work in progress)
The Company does not own or lease any fixed assets. As such reporting requirementsunder this para are not applicable for the reporting period.
2. The Company has not granted loans to parties covered in the Register maintainedunder Section 189 of the Companies Act 2013. As such reporting requirements under thispara are not applicable for the reporting period.
3. In respect of loan the provisions of section 185 and 186 have been complied with.There are no loans to directors; there are no investments guarantees and securitiesrequiring compliance u/s 186 of the Companies Act 2013.
4. During the year the company has not accepted any deposits from public.
5. Company is not required to maintain cost records pursuant to section 148 (1) of theCompanies Act 2013.
6. In respect of Statutory Dues:
a. According to the information and explanations given to us and the records examinedby us the Company is generally regular in depositing undisputed statutory dues includingIncome Tax Cess and any other statutory dues with the appropriate authorities. Accordingto the information and explanations given to us there are no undisputed dues payable inrespect of above as at 31st March 2019 for a period of more than six months from the dateon which they became payable.
b. According to the information and explanations given to us and on the basis of ourexamination of books of account and record No disputed dues were outstanding as on31/03/2019.
7. As the Company has not availed any term loan the question of purpose and applicationdoes not arise.
8. No money has been raised by way of initial public offer or further public offer(Including Debt Instrument).
9. To the best of our knowledge and according to the information and explanations givento us no material fraud on or by the Company has been noticed or reported during theyear.
10. The Company has not paid or provided managerial remuneration under section 197 ofthe Companies Act 2013 and hence the provision of paragraph 3(xi) of the Order is notapplicable to the Company.
11. The company is not a Nidhi company. As such The Nidhi rules 2014 are notapplicable.
12. All transactions with the related parties are in compliance with the sections 177and 188 of Companies Act 2013 where applicable and the details have been disclosed in thefinancial statements as required by applicable accounting standards.
13. The company has not made any preferential allotment or Private placement of sharesof fully or partly convertible debentures during the year under review.
14. The company has not entered into any non cash transactions with directors orpersons connected with it.
15. Company is not required to be registered u/s. 45-IA of the Reserve Bank of IndiaAct 1934.
Annexure-B to Independent Auditors' Report
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 NishthaFinance and Investment (India) Limited ("the Company") as of 31 March 2019 inconjunction with our audit of the financial statements of the Company for the year endedon 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 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 Companies Act 2013.
Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.
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 ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.
In our opinion the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31 March 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 S. D. Mehta & Co. |
| ||Chartered Accountants |
| ||(Registration No. 137193W) |
|Date: 29th May 2019 || |
|Place: Ahmedabad || |
| ||Shaishav Mehta |
| ||Partner |
| ||M.No.: 032891 |