To the Members of Palash Securities Limited
Report on the Standalone Ind AS Financial Statements
We have audited the accompanying Standalone Ind AS Financial Statements of PALASHSECURITIES LIMITED ("the Company") which comprise the Balance Sheet as at 31 stMarch 2021 the Statement of Profit and Loss (including other comprehensive income) thecash flow statement and the statement of Changes in Equity for the year then ended andnotes to the financial statements including a summary of significant accounting policiesand other explanatory information.
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone Ind AS financial statements give the informationrequired by the Act in the manner so required and give a true and fair view in conformitywith the Indian Accounting Standards prescribed under section 133 of the Act read withCompanies Indian Accounting Standard Rules 2015 as amended ("IND AS") and otheraccounting principles generally accepted in India of the state of affairs of the Companyas at 31st March 2021 the Loss and total comprehensive Loss its cash flows and thestatement of changes in equity for the year 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 theStandalone Ind AS Financial Statements section of our report. We are independent of theCompany in accordance with the Code of Ethics issued by the Institute of CharteredAccountants of India together with the ethical requirements that are relevant to our auditof the financial statements under the provisions of the Companies Act 2013 and the Rulesthereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our audit opinion on theStandalone Ind AS Financial Statements.
Key Audit Matters
Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the standalone Ind AS financial statements of the currentfinancial year. These matters were addressed in the context of our audit of the financialstatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters.
This section of auditor's report is intended to describe the matters communicated withthose charged with governance that the auditor has determined in the auditor'sprofessional judgement were of most significance in the audit of the financial statementsand the auditor has determined that there are no matters to report.
Information other than the Financial Statements and Auditor's Report Thereon
The company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Annual Report for example Board ofDirector's Report Report on Corporate Governance Management Discussion & AnalysisReport Business Responsibility Report Shareholder information etc. but does notinclude the financial statements and our auditor's report thereon.
Our opinion on the standalone Ind AS financial statements does not cover the otherinformation and we do not express any form of assurance conclusion thereon.
In connection with our audit of standalone Ind AS financial statements ourresponsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the standalone financial statements orour knowledge obtained during the course of our audit or otherwise appears to bematerially 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 the Management and Those Charged with Governance for the StandaloneInd AS Financial Statements
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 standalone Ind AS financial statements that give a true and fair view of thefinancial position financial performance including other comprehensive income cashflows and changes in equity of the Company in accordance with the accounting principlesgenerally accepted in India including the applicable Indian Accounting Standards (IND AS)specified under section 133 of the Act read with the Companies (Indian AccountingStandards) Rules 2015 as amended.
This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding of the assets of the Companyand for preventing and detecting fraud sand other irregularities; selection andapplication of appropriate implementation and maintenance of accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statement that give a true and fair view andare free from material misstatement whether due to fraud or error.
Our objectives are to obtain reasonable assurance about whether the Standalone Ind ASfinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these Standalone Ind AS financial statements.
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 standalone Ind ASfinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of internalcontrol.
Obtain an understanding of internal controls relevant to the audit in order todesign audit procedures that are appropriate in the circumstances but not for the purposeof expressing an opinion on whether the Company has in place an adequate internalfinancial controls system over financial reporting and the operating effectiveness of suchcontrols.
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 ability ofthe company to continue as a going concern. If we conclude that a material uncertaintyexists we are required to draw attention in our auditor's report to the relateddisclosures in the Standalone Ind AS financial statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor's report. However future events or conditions maycause the Company to cease to continue as a going concern.
Evaluate the overall presentation structure and content of the Standalone IndAS financial statements including the disclosures and whether the Standalone Ind ASfinancial statements represent the underlying transactions and events in a manner thatachieves 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 Standalone Ind AS financialstatements of the current period and are therefore the key audit matters. We describethese matters in our auditor's report unless law or regulation precludes public disclosureabout the matter or when in extremely rare circumstances we determine that a mattershould not be communicated in our report because the adverse consequences of doing sowould reasonably be expected to outweigh the public interest benefits of suchcommunication.
Report on other Legal and Regulatory Requirements
1. As required by Section 143(3) of the Act based on our audit we report to theextent applicable 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 accounts 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 relevant books of accounts.
d) In our opinion the aforesaid financial statements comply with the AccountingStandards prescribed 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 2021 taken on record by the Board of Directors none of the Directors isdisqualified as on 31st March 2021 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 A". Our report expresses an unmodified opinion onthe adequacy and operating effectiveness of the Company's internal financial controls overfinancial reporting.
g) With respect to the other matters to be included in the Auditor's Report inaccordance with the requirements of Section 197(16] of the Act as amended:
In our opinion and to the best of our information and according to the explanationgiven to us no remuneration paid by the company to its directors during the year.
h) With respect to the other matters to be included in the Auditor's Report inaccordance with the Rule 11 of the Companies (Audit and Auditors) rules 2014 in ouropinion and to the best of our information and according to the explanations given to us:
i. The Company did not have any pending litigations which will impact on 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.
2. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of subsection (11) of section 143 ofthe Act we give in "Annexure B" a statement on the matters specified inparagraphs 3 and 4 of the Order to the extent applicable.
Annexure - A to the Independent Auditors' Report on the Financial Statements of PalashSecurities Limited as on 31st March 2021
(Referred to in paragraph 7 (f) under 'Report on Other Legal and RegulatoryRequirements' section our report of even date addressed to the members of Pa lashSecurities Limited on the Standalone Ind AS financial statements as on 31st March 2021)
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 PalashSecurities Limited ("the Company") as of 31st March 2021 in conjunction withour audit of the Standalone Ind AS 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"). 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.
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 auditors'judgement including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.
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 offinancial 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 thefinancial 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 2021 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.
Annexure - B to the Independent Auditors' Report on the Financial Statements of PalashSecurities Limited as on 31 st March 2021
(Referred to in paragraph 2 under 'Report on Other Legal and Regulatory Requirements'section our report of even date addressed to the members of Palash Securities Limited onthe Standalone IndAS financial statements as on 31st March 2021)
I. In respect of Fixed Assets:
a) The company is maintaining proper records showing full particulars includingquantitative details and situation of fixed asset.
b) Fixed Assets were physically verified by the management during the year inaccordance with planned programme of verifying all of them once in three years which inour opinion is reasonable having regards to the size to the company and the nature of itsassets. No material discrepancies were noticed on such verification.
c) According to the information and explanations given by the management the titledeeds of the properties included in Property Plant & Equipment are transferred to theCompany pursuant to the Scheme of arrangement and are yet to be registered in the name ofthe Company.
II. The Company does not have any inventory and hence paragraph 3(ii) of the Order isnot applicable.
III. The company has not granted any loans secured or unsecured to companies firmsLLP or other parties covered in the registered maintained under section 189 of thecompanies Act 2013. Hence Paragraph 3 (iii) of the order is not applicable.
IV. In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Companies Act 2013 with respect to theinvestments made. The company has not given any Loan.
V. The Company has not accepted any deposits within the meaning of Sections 73 to 76 ofthe Act and the Companies (Acceptance of Deposits) Rules 2014 (as amended). AccordinglyParagraph 3 (v) of the order is not applicable.
VI. The company is not required to maintain cost records under as per section 148 (1)of Companies Act 2013.
VII. In respect of Statutory dues: -
(a) The company is regular in depositing undisputed statutory dues with the appropriateauthorities including income tax service tax Goods & Service tax and duty of customduty of excise; value added tax cess or any other statutory dues.
(b) There are no statutory dues which are disputed; hence this clause is not applicableon the Company
VIII. There are no loans and borrowing taken from financial institutions banksGovernment or from debenture holders. Hence Paragraph 3(viii) of the order is notapplicable on the Company.
IX. The company has not raised any money by the way of initial public offer or furtherpublic offer and term loans. Accordingly paragraph 3(ix) of the order is not applicable
X. No fraud by /on the Company by its officers or employees has been noticed orreported during the year nor have we been informed about any of such case by themanagement;
XI. Managerial Remuneration has not been paid or provided during the year. Accordinglyparagraph 3(xi) of the clause is not applicable.
XII. The company is not a Nidhi Company. Hence paragraph 3(xii) of the order is notapplicable.
XIII. All the transactions with the related parties are in compliance with the sections177 and 188 of the Companies Act 2013 wherever applicable and the details have beendisclosed in the financial statements as required by the applicable Accounting Standard.
XIV. The company has not made any preferential allotment or private placement of sharesor fully or partly convertible debentures during the year. Hence paragraph 3(xiv) of theorder is not applicable on the company.
XV. According to information and explanation given by the management the Company hasnot entered into any non-cash transactions with the directors or persons connected withhim/her as referred to in section 192 of Companies Act 2013
XVI. The Company is not required to registered under section 45-IA of the Reserve Bankof India Act 1934.
| ||For Agrawal Subodh &Co. |
| ||Chartered Accountants |
| ||Firm's Registration No -319260E |
| ||Chetan Kumar Nathani |
| ||Partner |
|Place: Kolkata ||Membership No. - 310904 |
|Date: 12th May 2021 ||UDIN: 21310904AAAAAW7981 |