The Members of Sai Capital Limited
Report on the audit of Standalone Financial Statements
Opinion and Conclusion
We have audited the accompanying financial statements of Sai Capital Limited ("theCompany") which comprise the Standalone balance sheet as at March 31 2020 and theStandalone Statement of Profit and Loss and Standalone Statement of cash flows for theyear then ended and notes to the financial statements including a summary of significantaccounting policies and other explanatory information (hereinafter referred to as the"Standalone 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 theCompanies Act 2013 ('Act') in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India of the state ofaffairs of the Company as at March 31 2020 its profit and cash flows for the year endedon that date.
Basis for opinion
We conducted our audit in accordance with the Standards on Auditing specified undersection 143 (10) of the Companies Act 2013. Our responsibilities under those Standardsare further described in the auditor's responsibilities for the audit of the financialstatements 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 together with theethical requirements that are relevant to our audit of the standalone financial statementsunder the provisions of the Act and the rules thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and the code of ethics. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our opinion.
Key audit matters
Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements of the current period. These matterswere addressed in the context of our audit of the standalone financial statements as awhole and in forming our opinion thereon and we do not provide a separate opinion onthese matters.
Reporting of key audit matters as per SA 701 Key Audit Matters are applicable to theCompany as it is a listed company. For each matter below our description of how our auditaddressed the matter is provided in that context.
|Key Audit Matters ||How our audit addressed the Key Audit Matter |
|l. Transition to Ind AS accounting framework || |
|The company has adopted Ind AS from 1 April 2019 for such transition. For periods up to and including the year ended 31 March 2019 the company had prepared and presented its financial statements in accordance with erstwhile generally accounting principles in India (Indian GAAP). To give effect of the transition to Ind-AS these financial statements for the year ended 31 March 2020 together with the comparative financial information for the previous year ended 31 March 2019 and the transition date Balance Sheet as at 1 April 2018 have been prepared under Ind-AS || Read the Ind-AS impact assessment performed by the Management and resultant changes made to the accounting policies considering the requirements of the new framework. |
| || Tested the accounting adjustments posted as at the transition date and in respect of the previous year to convert the financial information reported under erstwhile Indian GAAP to Ind-AS. |
| || Tested the disclosures prescribed under Ind-AS. |
|2. Assessment of Investment in Subsidiaries/Associates/Others || |
| The company has equity share investments in Subsidiary Companies namely 'Health Care Energy Foods Pvt Ltd' & 'Unisphere Industries Pvt Ltd (Step down Subsidiary)'. Such investments are carried at cost. || We have relied on the shareholders list provided to us as on the date of signing of the financial statement. |
| The company has equity share investments in companies namely 'Sai Industries Limited' in which there are Common directors. Such investments are carried at cost less Provision for Diminution in value. || In preparing the consolidated financial statements as per Ind-AS 110 the effect of the same has been taken by the management. |
|3. Impact of Covid-19 on Audit || |
|Due to outbreak of Covid 19 and consequent country wide lockdown enforced by Government of India we could not carry out normal audit procedures and audit was carried out using "Work from Home" approach. ||Due to Work from Home approach adopted we performed following alternative audit procedures: |
| ||Installation of Remote Desktop Network on Laptop of team Members |
|This is considered as Key Audit Matter since alternate audit procedures were performed for carrying out audit ||Various data and confirmation were received either electronically through email or through sharing on drive |
| ||For various audit procedure reliance was placed on scanned copies of original document shared with us electronically |
| ||Interview/ discussion with client via call conferencing/ video conferencing and other verbal communication |
Information other than the financial statements and auditors' report thereon
The Company's board of directors is responsible for the preparation of the otherinformation. The other information comprises the information included in the Board'sReport including Annexures to Board's Report Business Responsibility Report but does notinclude the financial statements and our auditor's report thereon.
Our opinion on the financial statements does not cover the other information and we donot express any form of assurance conclusion thereon.
In connection with our audit of the financial statements our responsibility is to readthe other information and in doing so consider whether the other information ismaterially inconsistent with the standalone financial statements or our knowledge obtainedduring the course of our audit or otherwise appears to be materially 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.
Management's responsibility for the financial statements
The Company's board of directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give atrue and fair view of the financial position financial performance and cash flows of theCompany in accordance with the accounting principles generally accepted in Indiaincluding the Indian accounting standards specified under section 133 of the Act read withrelevant rules issued thereunder and in compliance with Regulation 33 of the ListingRegulations. This responsibility also includes maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding of the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe financial statement that give a true and fair view and are free from materialmisstatement whether due to fraud or error.
In preparing the financial statements management is responsible for assessing theCompany's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so. The board of directors is also responsible for overseeing theCompany's financial reporting process.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the Standalonefinancial 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 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 financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under section 143(3)(i)of the Companies Act 2013 we are also responsible for expressing our opinion on whetherthe company has adequate internal financial controls system in place and the operatingeffectiveness of such controls
Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management in terms of therequirements specified under Regulation 33 of the Listing Regulations.
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 Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe financial statements or if such disclosures are inadequate to modify our opinion.Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.
Evaluate the overall presentation structure and content of the financialstatements including the disclosures and whether the financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.
Perform procedures in accordance with the circular issued by the SEBI underRegulation 33 (8) of the Listing Regulations to the extent applicable.
We communicate with those charged with governance regarding other matters the plannedscope and timing of the audit and significant audit findings including any significantdeficiencies 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 withthose charged with governance we determine those matters that were of most significancein the audit of the financial statements of the current period and are therefore the keyaudit matters. We describe these matters in our auditor's report unless law or regulationprecludes public disclosure about the matter or when in extremely rare circumstances wedetermine that a matter should not be communicated in our report because the adverseconsequences of doing so would reasonably be expected to outweigh the public interestbenefits of such communication.
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 terms of sub-section (11) of section 143 ofthe Companies Act 2013 we give in the Annexure "A" a statement on the mattersspecified in paragraphs 3 and 4 of the Order to the extent applicable.
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 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 balance sheet the statement of profit and loss (including other comprehensiveincome the standalone statement of changes in equity and the cash flow statement dealtwith by this report are in agreement with the books of account;
(d) In our opinion the aforesaid financial statements comply with the Indianaccounting standards specified under section 133 of the Act read with rule 7 of theCompanies (Accounts) Rules 2014;
(e) On the basis of the written representations received from the directors as on March31 2020 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 regard to going concern matter we state that in our opinion the company doesnot has an adverse effect on the functioning of the Company.
(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'
(h) With respect to matter to be included in the Auditor's Report under section 197(16)of the Act;
In our opinion and according to the information and explanation given to us thecompany has provided/ paid for managerial remuneration in accordance with the requisiteapprovals mandated by provision of section 197 read with Schedule V of the Act.
(i) 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 tous;
a. The Company does not have any other pending litigations which would impact itsfinancial position except the fact that insolvency proceedings have been in acted againstone of the corporate debtors under Insolvency and Bankruptcy Act 2016. The financialstatements are however adjusted in accordance with the same.
b. The Company has made provision as required under the applicable law or Ind-AS formaterial foreseeable losses if any on long term contracts including derivativecontracts.
c. No amount was required to be transferred to the Investor Education and ProtectionFund by the Company during the year.
For Aditya Agarwal & Associates
Firm Registration No. 004568C
Membership No. 438412
Place: New Delhi