TO THE MEMBERS OF SAGAR DIAMONDS LIMITED.
Report on the Financial Statements
We have audited the accompanying financial statements of SAGAR DIAMONDS LIMITED("the company") which comprise the Balance Sheet as at 31 March 2018 theStatement of Profit and Loss the Cash Flow Statement for the year then ended and asummary of significant accounting policies and other explanatory information.
Management's Responsibility for the Financial Statements
The Company's Board of Directors is responsible for the matters in section 134(5) ofthe Companies Act 2013 ("the Act") with respect to the preparation of thesefinancial statements that give a true and fair view of the financial position financialperformance and cash flows of the Company in accordance with the accounting principlesgenerally accepted in India including the Accounting Standards specified under Section133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014. Thisresponsibility also includes the maintenance of adequate accounting records in accordancewith the provision of the Act for safeguarding of the assets of the Company and forpreventing and detecting the frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of internal financial control thatwere operating 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.
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 thereunder.
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 our judgmentincluding the assessment of the risks of material misstatement of the financialstatements whether due to fraud or error. In making those risk assessments we considersinternal financial control relevant to the Company's preparation of the financialstatements that give true and fair view in order to design audit procedures that areappropriate in the circumstances. An audit also includes evaluating the appropriateness ofaccounting policies used and the reasonableness of the accounting estimates made byCompany's Directors as well as evaluating the overall presentation 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 the aforesaid financial statements give the information required by the Actin the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India;
a) In the case of the Balance Sheet of the state of affairs of the Company as at March31 2018; b) In the case of the Statement of Profit and Loss of the profit for the yearended on that date; and c) In the case of the Cash Flow Statement of the cash flows forthe year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of Section 143 ofthe Act we give in the Annexure-A a statement on the matters specified in theparagraph 3 and 4 of the order to the extent applicable.
2. 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 purposes of our audit. b) In ouropinion proper books of account as required by law have been kept by the Company so far asappears from our examination of those books (and proper returns adequate for the purposesof our audit have been received from the branches which is also audited by us) c) theBalance Sheet the Statement of Profit and Loss and Cash Flow Statement dealt with bythis Report are in agreement with the books of account.[and the returns received from thebranches which are prepared by us d) In our opinion the aforesaid financial statementscomply with the Accounting Standards specified under Section 133 of the Act read withRule 7 of the Companies (Accounts) Rules 2014. e) On the basis of written representationsreceived from the directors as on 31 March 2018 taken on record by the Board ofDirectors none of the directors is disqualified as on 31 March 2018 from beingappointed as a director in terms of Section 164(2) of the Act. f) with respect to theadequacy of the internal financial controls over financial reporting of the Company andthe operating effectiveness of such controls refer to our separate report in "AnnexureB"; and g) With respect to the other matters included in the Auditor's Report andto our best of our information and according to the explanations 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 derivativescontracts for which there were any material foreseeable losses. iii. The company has notdeclared any dividend during the year.So provisions regarding amounts required to betransferred to the Investor Education and Protection Fund not applicable to the Company
| || |
For V P AGRAWAL & CO.
| ||Chartered Accountants |
| ||Sd/- |
| ||CA AMIT LAKHIRAM AGARWAL |
|Place : SURAT ||4049 TRADE HOUSE RING ROAD NR RUSABH |
|Date : 30/05/2018 ||PETROL PUMP SURAT-395002 GUJARAT |
ANNEXURE TO THE AUDITORS' REPORT
The Annexure referred to in our report to the members of SAGAR DIAMONDS LIMITED for theyear ended 31st March 2018.
On the basis of the information and explanation given to us during the course of ouraudit we report that:
1. (a) The company has maintained proper records showing full particulars includingquantitative details and situation of its fixed assets.
(b) These fixed assets have been physically verified by the management at reasonableintervals there was no Material discrepancies were noticed on such verification.
(c) Total Assets of company includes Immovable property also and the title deeds ofimmovable properties are held in the name of the company.
2. Physical verification of inventory has been conducted at reasonable intervals by themanagement and there is no material discrepancies were noticed.
3. The company has granted loans secured or unsecured to companies firms LimitedLiability Partnerships or other parties covered in the register maintained under section189 of the Companies Act 2013.
(a) All terms and conditions are as per the benefits of company and are not prejudicialto the company's Interest.
(b) Schedule of repayment of principal and interest has been stipulated and receiptsare regular.
(c) There is no such amount which is overdue more than 90 Days of above mentioned loan.
4. In respect of loans investments guarantees and security all mandatory provisionsof section 185 and 186 of the Companies Act 2013 have been complied with.
5. The company has not accepted any deposits.
6. Maintenance of cost records has not been specified by the Central Government undersub-section (1) of section 148 of the Companies Act 2013.
7 (a) The company is regular in depositing undisputed statutory dues includingprovident fundEmployee's state insurance income-tax sales-tax service tax duty ofcustoms duty of excise value added tax cess and any other statutory dues to theappropriate authorities.
(b) Dues of income tax or sales tax or service tax or duty of customs or duty of exciseor value added tax have been deposited on time there is no dispute is pending on the partof company.
8. The company hasn't made any default in repayment of loans or borrowing to afinancial
institution bank Government or dues to debenture holders.
9. The company has issued 3381000 Equity shares by way of initial public offer atRs.45/-(including 35/-premium) through BSE(SME)platform on September 262017.
10. Neither company has done any fraud nor by its officers or employees so nothing tobe disclosed separately.
11. Managerial remuneration has been paid or provided in accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V to the CompaniesAct.
12. Company is not a Nidhi Company hence nothing to be disclosed for any provisionsapplicable on Nidhi Company.
13. All transactions with the related parties are in compliance with sections 177 and188 of Companies Act 2013 where applicable and the details have been disclosed in theFinancial Statements etc. as required by the applicable accounting standards;
14. The company has made allotment of 9252780 Equity shares by way of bonusissue/rights issue/ preferential allotment or private placement of shares during the year.
15. The company hasn't entered into any non-cash transactions with directors or personsconnected with him.
16. The company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934.
| ||For V P AGRAWAL & CO. |
| ||FRN NO 128344W |
| ||Chartered Accountants |
| ||Sd/- |
|Place : SURAT ||AMIT LAKHIRAM AGARWAL |
|Date : 30/05/2018 ||M NO 152990 |
| ||4049 TRADE HOUSE RING ROAD NR |
| ||RUSABH PETROL PUMP SURAT-395002 |
| ||GUJARAT |
ANNEXURE - B TO THE 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 SAGARDIAMONDS LIMITED. ("The Company") as of 31 March 2018 in conjunction withour audit of the financial statements of the Company for the year 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'). 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 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 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 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 2018 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 V P AGRAWAL & CO |
| ||Chartered Accountants |
| ||Sd/- |
| ||CA AMIT LAKHIRAM AGARWAL |
|Place : SURAT ||4049 4TH FLOOR TRADE HOUSE NEAR RUSABH |
|Date : 30/05/2018 ||PETROL PUMP RING ROAD SURAT-395002 |
| ||GUJARAT |