To The Members of
SI CAPITAL & FINANCIAL SERVICES LIMITED
I have audited the accompanying standalone financial statements of SI Capital &Financial Services Limited ('the Company') which comprise the Balance Sheet as at March31 2020 and the Statement of Profit and Loss (including other comprehensive income) theStatement of Changes in equity and Statement of Cash Flows for the year then ended andnotes to the financial statements including a summary of significant accounting policiesand other explanatory information.
In my opinion and to the best of my information and according to the explanations givento me the aforesaid financial statements give the information required by the CompaniesAct 2013 (the "Act") in the manner so required and give a true and fair view inconformity with the Indian Accounting Standards prescribed under section 133 of the Actread with the companies (Indian Accounting Standards) Rules 2015 as amended ("IndAS") and other accounting principles generally accepted in India of the state ofaffairs of the company as at March 31 2020 and its loss and total comprehensive incomechanges in equity and its cash flows for the year ended on that date.
Basis of Opinion
I conducted my audit in accordance with the Standards on Auditing specified undersection 143(10) of the Act and other applicable pronouncements issued by the Institute ofChartered Accountants of India. I am independent of the Company in accordance with theCode of Ethics issued by the Institute of Chartered Accountants of India (the 'ICAI')together with the ethical requirements that are relevant to my audit of the financialstatements under the provisions of the Act and the Rules thereunder and I have fulfilledmy other ethical responsibilities in accordance with these requirements and the Code ofEthics. I believe that the audit evidence I have obtained is sufficient and appropriate toprovide a basis for my opinion.
Key Audit Matters
Key audit matters are those matters that in my professional judgment were of mostsignificance in my audit of the financial statements of the current year. These matterswere addressed in the context of my audit of the financial statements as a whole and informing my opinion thereon and I do not provide a separate opinion on these matters.
Information other than the financial statements and Auditor's Report thereon
The Company's management and Board of Directors are responsible for the otherinformation. The other information comprises the information included in the Company'sannual report but does not include the financial statements and my auditor's reportthereon.
My opinion on financial statement does not cover the other information and I do notexpress any form of assurance conclusion thereon.
In connection with my audit of the financial statements my responsibility is to readthe other information and in doing so consider whether the other information ismaterially inconsistent with the financial statement or my knowledge obtained in the auditor otherwise appears to be material misstated. If based on the work I have performed iconclude that there is a material misstatement of this other information I am required toreport that fact I have nothing to report in this regard.
Responsibility of Management and Those Charged with Governance for the StandaloneFinancial Statements
The Company's management and Board of Directors are responsible for the matters statedin section 134 (5) of the Companies Act 2013 ("the Act")with respect to thepreparation of these financial statements that give a true and fair view of the financialposition financial performance and cash flows of the Company
in accordance with the Accounting principles generally accepted in India including theaccounting standards specified under section 133 of the act. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe act for safeguarding the assets of the company and for preventing and detecting fraudsand other irregularities; selection and application of appropriate accounting policies;making judgments and estimates that are reasonable and prudent; and design implementationand maintenance of adequate internal financial control that were operating effectivelyfor ensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statements that give a true and fair viewand are free from material misstatement whether due to fraud or error.
In preparing financial statements management and Board of Directors are responsiblefor assessing the company's ability to continue as a going concern disclosing asapplicable matters related to going concern and using the going concern basis ofaccounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.
The board of directors are also responsible for overseeing the Company's financialreporting process. Auditor's Responsibility for the Audit of the Financial Statements
My objectives are to obtain reasonable assurance about whether the financial statementsas a whole are free from material misstatement whether due to fraud or error and toissue an auditor's report that includes my opinion. Reasonable assurance is a high levelof assurance but is not a guarantee that an audit conducted in accordance with Standardson Auditing 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 financial statements.
As part of an audit in accordance with Standards on Auditing we exercise professionaljudgment and maintain professional skepticism throughout the audit. I also:
Identify and assess the risks of material misstatement of the financial statementswhether due to fraud or error design and perform audit procedures responsive to thoserisks and obtain audit evidence that is sufficient and appropriate to provide abasisforouropinion The risk of not detecting a material misstatement resulting from fraudis higher than for one resulting from error as fraud may involve collusion forgeryintentionalomissionsmisrepresentationsortheoverrideofinternalcontrol.
Obtain an understanding of internal control relevant to the audit in order to designaudit procedures that are appropriate in the circumstances. Under section 143(3)(i) of theCompanies Act 2013 I am also responsible for expressing my opinion on whether thecompany has adequate internal financial controls system in place and the operatingeffectiveness of such controls
Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basis ofaccounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If I conclude that a material uncertainty existsI am required to draw attention in my auditor's report to the related disclosures in thefinancial statements or if such disclosures are inadequate to modify my opinion. Myconclusions are based on the audit evidence obtained up to the date of my auditor'sreport. However future events or conditions may cause the Company to cease to continue asa goingconcern.
Evaluate the overall presentation structure and content of the financial statementsincluding the disclosures and whether the financial statements represent the underlyingtransactions and events in a manner that achieves fair presentation.
I 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 I identify during my audit.
I also provide those charged with governance with a statement that i have complied withrelevant ethical requirements regarding independence and to communicate with them allrelationships and other matters that may reasonably be thought to bear on my independenceand where applicable related safeguards.
From the matters communicated with those charged with governance I determine thosematters that were of most significance in the audit of the financial statements of thecurrent period and are therefore the key audit matters. I describe these matters in myauditor's report unless law or regulation precludes public disclosure about the matter orwhen in extremely rare circumstances I determine that a matter should not becommunicated in my report because the adverse consequences of doing so would reasonably beexpected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
(1) As required by the Companies (Auditor's Report) Order 2016 ('the Order') issued bythe Central Government of India in terms of sub-section (11) of section 143 of the Act(the "Order") and on the basis of such checks of the books and records of thecompany as I considered appropriate and according to the information and explanationsgiven to me I give in the "Annexure A" a statement on the matters specified inparagraph 3 and 4 of the Order to the extent applicable.
(2) As required by section 143(3) of the Act I report that:
a. I have sought and obtained all the information and explanations which to the best ofmy knowledge and belief were necessary for the purpose of my audit;
b. In my opinion proper books of account as required by law have been kept by theCompany so far as it appears from my examination of those books;
c. The Balance Sheet Statement of Profit and Loss the Statement of Changes in Equityand Cash Flow Statement dealt with by this report are in agreement with the books ofaccount;
d. In my opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read Companies (Indian AccountingStandards) Rules 2015;
e. On the basis of written representations received from the directors as on March 312020 and taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2020 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 myseparate Report in "Annexure B" to this report;
g. A regards Managerial Remuneration paid to Director refer to note no.11 of"Annexure A" to this Report.
h. 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 as amended inmy opinion and to the best of my information and according to the explanations given tome:
i) The Company has no pending litigation on its financial position in its financialstatement.
ii) The Company did not have any material foreseeable losses relating to long termcontracts including derivative contracts.
iii) There are no amounts which are required to be transferred to the InvestorEducation and Protection Fund by the Company.
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| ||A M THOMAS |
| ||CHARTERED ACCOUNTANT |
|29.07.2020 ||M. No. 22119 |
|Chennai s ||UDIN : 20022119AAAAAB8812 i |
ANNEXURE A TO THE INDEPENDENT AUDITORS' REPORT
(The Annexure referred to in my report under "Report on Other Legal and RegulatoryRequirements
para 1" even date on the accounts of SI Capital & Financial Services Limitedfor the year ended 31st
1. (a) The Company has maintained proper records showing full particulars includingquantitative
details and situation of fixed assets.
(b) According to the information and explanation given to me all the fixed assets werephysically verified during the year by the Management in accordance with a regularprogramme of verification which in my opinion provides for physical verification of thefixed assets at reasonable intervals. According to the information and explanation givento me no material discrepancies were noticed on such verification.
(c) According to the information and explanation given to me and on the basis of myexamination of the records of the Company does not own any immovable property.
2. The Company does not have any inventory and hence reporting under Clause (ii) of theOrder is not applicable.
3. According to the information and explanations given to me and on the basis of myexamination of the records of the Company the Company has complied with the provisions ofSections 185 and 186 of the Companies Act 2013 in respect of loans investmentsguarantees and securities as applicable
4. According to the information and explanations given to me the Company has notgranted loans secured or unsecured to companies firms Limited Liability Partnerships orother parties covered in the Register maintained under Section 189 of the Companies Act2013.
5. According to the information and explanations given to me the Company has notaccepted any deposits from the public to which the directives issued by the Reserve Bankof India and the provisions of Section 73 to 76 or any other relevant provisions of theAct and the rules framed there under apply. Accordingly the provision of clause 3(v) ofthe Order is not applicable to the Company.
6. In my opinion and according to the information and explanations given to me theCentral Government has not prescribed the maintenance of cost records under Section 148(1) of the Companies Act 2013 for the activities of the Company.
7. According to the information and explanations given to me in respect of statutorydues:
(a) The Company has generally been regular in depositing undisputed statutory duesincluding Provident Fund Income Tax Service Tax Valued Added Tax Goods and Service Taxand other material statutory dues applicable to it with the appropriate authorities.
(b) There were no undisputed amounts payable in respect of Provident Fund Income TaxService Tax Valued Added Tax Goods and Service Tax and other material statutory dues inarrears as at March 312020 for a period of more than six months from the date they becamepayable.
(c) According to the information and explanation given to me there are no dues inrespect of Provident Fund Income Tax Service Tax Valued Added Tax Goods and ServiceTax that have not been deposited with the appropriate authorities on account of anydispute.
(d) According to the information and explanations given to me no amount is required tobe transferred to investor Education and Protection Fund in accordance with the relevantprovisions for the Companies Act 1956 and the rules made there under.
8. As the Company does not have any loans or borrowings from any financial institutionbanks government nor has it issued any debentures as at the Balance Sheet date theprovisions of clause 3(viii) of the Order are not applicable.
9. The Company did not raise any money by way of initial public offer or further publicoffer (including debt instrument) and term loans during the year. Accordingly paragraph3(ix) of the Order are not applicable.
10. During the course of my examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to me I have neither come across anyinstance of material fraud by the Company or on the Company by its officers or employeesnoticed or reported during the year not have I been informed of any such case by themanagement
11. According to the information and explanation given to me and based on myexamination of the records of the Company the Company has paid / provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofSection 197 read with Schedule V to the Act.
12. In my opinion and according to the information and explanations given to me theCompany is not a Nidhi Company. Accordingly paragraph 3(xii) of the Order are notapplicable.
13. According to the information and explanations given to me and based on myexamination of the records of the company transactions with related parties are incompliance with Section 177 and Section 188 of the Act where applicable and details ofsuch transactions have been disclosed in the financial statements as required by theapplicable accounting standards.
14. The Company has not made any preferential allotment or private placement of sharesor fully or partly convertible debentures during the year under review. Accordingly theprovisions of clause 3(xiv) of the Order are not applicable to the Company.
15. The Company has not entered into any non-cash transactions with its directors orpersons connected with him. Accordingly the provisions of Clause 3(xv) of the Order arenot applicable to the Company.
16. The Company was registered as Non Deposit Accepting Non-Banking Financial Company.The Company is registered under Section 45-IA of the Reserve Bank of India Act 1934.
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| ||A M THOMAS |
| ||CHARTERED ACCOUNTANT |
|29.07.2020 ||M. No. 22119 |
|Chennai ||UDIN : 20022119AAAAAB8812 |
ANNEXURE - B TO THE 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")
1. I have audited the internal financial controls over financial reporting of SICapital & Financial Services Limited ("the Company") as of March 31 2020 inconjunction with my audit of the financial statements of the Company for the year ended onthat date.
Management's Responsibility for Internal Financial Controls
2. 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.
3. My responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on my audit. I conducted my 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 ICAI. Those Standards and the GuidanceNote require that I comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether adequate internal financial controls overfinancial reporting was established and maintained and if such controls operatedeffectively in all material respects.
4. My audit involves performing procedures to obtain audit evidence about the adequacyof the internal financial controls system over financial reporting and their operatingeffectiveness. My 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.
5. I believe that the audit evidence I have obtained is sufficient and appropriate toprovide a basis for my audit opinion on the Company's internal financial controls systemover financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
6. A company's internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the Company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements
in accordance 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
7. 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.
8. In my opinion the Company has in all material respects an adequate internalfinancial control system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2020 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.
| ||Sd/- |
| ||A M THOMAS |
| ||CHARTERED ACCOUNTANT |
|29.07.2020 ||M. No. 22119 |
|Chennai ||UDIN : 20022119AAAAAB8812 |