To the Members of Shivom Investments & Consultancy Limited Report on the Audit ofFinancial Statements
We have audited the accompanying Ind AS financial statements of Shivom Investments& Consultancy Limited ("the Company") which comprise the balance sheet asat 31st March 2020 and the statement of Profit and Loss (Including Other ComprehensiveIncome) statement of cash flows and statement of changes in equity for the year thenended and notes to the financial statements including a summary of significantaccounting policies and other explanatory information (herein after referred to as"Ind AS financial statements").
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid Ind AS financial statements give the information required bythe Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India including the Ind AS of the financialposition of the Company as at 31st March 2020 and its financial performanceincluding other comprehensive income its cash flows and the changes in equity for theyear 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 Financial Statements section of our report. We are independent of the Companyin accordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of theStandalone financial statements under the provisions of the Companies Act 2013 and theRules there under and we have fulfilled our other ethical responsibilities in accordancewith these requirements and the Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.
Emphasis of Matters :
1. We draw attention to Note no. 24(g) in respect of the current value ofshares/investments which have not been ascertained/yet to be ascertained by themanagement. Management believes that there will not be any material impact in respect ofshares/investments on the statement of profit & loss & balance sheet as at 31stMarch 2020. Our report is not modified in respect of this matter.
2. We draw attention to Note no. 24(h) in respect of certain fraudulent transactionsamounting to Rs 60.07 crores on both assets & liabilities side in the previous year asinformed to us by management through management representation and copy of policecomplaint in respect thereof. The matter is still under investigation. Our report is notmodified in respect of this matter.
3. We draw attention to Note no. 24(i) which describes that during the year theCompany has written off loans amounting to Rs. 583.77 lakhs as bad debts which wereoverdue since long time as the management does not foresee any recoverability from theseparties. In respect of the same we have relied upon the management. Our report is notmodified in respect of this matter.
Key Audit Matters
Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the Standalone financial statements of the current period.These matters were addressed in the context of our audit of the Standalone financialstatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters. During the course of our audit we have determined thatthere are no key audit matters to be communicated in our report except for the mattersprescribed in emphasis of matter.
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 management discussion and analysisBoard's Report Annual Report Report on Corporate governance and Business Responsibilityreport but does not included in 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 financial statements or our knowledge obtained during thecourse of our audit or otherwise appears to be materially misstated. If based on the workwe have performed we conclude that there is a material misstatement of this otherinformation; we are required to report that fact. We have nothing to report in thisregard.
Responsibilities of Management and Those Charged with Governance for the FinancialStatements
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 financial statements that give a true and fair view of the financial positionfinancial performance including other comprehensive income cash flows and changes inequity of the Company in accordance with the Ind AS and accounting principles generallyaccepted in India including the IND AS specified under section 133 of the Act. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding of 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.
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.
Those Board of Directors are also responsible for overseeing the Company's financialreporting process.
Auditor's Responsibilities for the Audit of the Financial Statements
1. Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these financial statements.
2. 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.
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.
3. We communicate with those charged with governance regarding among other mattersthe planned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.
4. 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.
5. From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the financial statements of thecurrent period and are therefore the key audit matters. We describe these matters in ourauditor's report unless law or regulation precludes public disclosure about the matter orwhen in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.
We draw attention to Note no. 24(j) to the Statement which describes the uncertaintiesdue to the outbreak of SARS-CoV-2 virus (COVID-19). In view of these uncertainties theimpact on the Company's financial statements is significantly dependent on futuredevelopments. Our opinion is not modified in respect of this matter.
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 Companies Act 2013 we give in the Annexure A statement on the matters specified inparagraphs 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 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 Ind AS financial statements dealt with by this Report are in agreement with thebooks of account.
(d) In our opinion the aforesaid financial statements comply with the IND AS asspecified 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 2020 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2020 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 B".
(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 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 derivative contracts forwhich there were any material foreseeable losses.
iii. There were no amounts which required to be transferred to the Investor Educationand Protection Fund by the company.
3. In our opinion and according to the information and explanations given to us theremuneration paid by the Company to its directors during the current year is in accordancewith the provisions of Section 197 of the Act. The remuneration paid to any director isnot in excess of the limit laid down under Section 197 of the Act. The Ministry ofCorporate Affairs has not prescribed other details under Section 197(16) which arerequired to be commented upon by us.
For Ajay Shobha & Co. Chartered Accountants Firm's Reg. No. 317031E
Mem. No. 053071
UDIN : 20053071AAAADS9513
Date: July 30 2020
ANNEXURE "A" TO INDEPENDENT AUDITOR'S REPORT
Annexure referred to in Paragraph 1 under "Report on Other Legal and RegulatoryRequirements" in the Independent Auditor's Report of even date to the members ofShivom Investments & Consultancy Limited ("the Company") on the financialstatements for the year ended 31st March 2020.
(i) a) The company has maintained proper records showing full particulars includingquantitative details and situation of its fixed assets.
b) The Company has a program of verification to cover all the items of fixed assets ina phased manner which in our opinion is reasonable considering the size of the companyand the nature of its assets. In accordance with this program certain fixed assets wereverified during the year. The frequency of verification is reasonable and according to theinformation & explanation given to us no material discrepancies have been noticed onsuch verification.
c) According to the information and explanations given to us and on the basis of ourexamination of records of the Company the title deeds of immovable properties are held inthe name of company.
(ii) The Company does not have any inventory. Hence clause (ii) (a) & (b) are notapplicable to the Company.
(iii) As per information & explanation given to us the Company has not grantedloans to parties covered in the register maintained under section 189 of the CompaniesAct. Hence clause (iii) (a) to (c) are not applicable to the Company.
(iv) Based on information and explanation given to us the Company has complied withthe provisions of Sections of Section 185 and 186 of the Act with respect to the loansand investments made.
(v) According to the information and explanation given to us the Company has notaccepted any deposit from the public within the provision of Section 73 to 76 of the Actand the rules framed there under.
(vi) As informed to us Central Government has not prescribed maintenance of costrecords under subsection (1) of section 148 of the Act in respect of the products of theCompany.
(vii) a) As per information & according to explanation given to us the Company isgenerally regular in depositing statutory dues with the appropriate authorities during theyear. According to the information & explanation given to us there are no undisputedamount payable in respect of such statutory dues which have remained outstanding as at31st March 2020 for a period more than six months from the date they became payable.
b) According to the information and explanation given to us there are no dues withrespect to income tax and any other statutory dues with the appropriate authorities duringthe year which have not been deposited on account of any dispute.
(viii) According to the information and explanations given to us the Company has notdefaulted in the repayment of loans or borrowings to banks and financial institution. TheCompany has not taken any loan either from financial institutions or from the government& has not raised any debentures.
(ix) Based on the audit procedures performed and information & explanations givento us the Company has not raised money by way of public issue offer/ further public offer(including debt instruments) and term loan. Accordingly the provisions of clause 3 (ix)of the Order are not applicable to the Company and hence not commented upon.
(x) During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practises in India andaccording to the information and explanation given to us we have neither come across anyinstances of fraud by the Company or any fraud on the Company by its officer or employeesnoticed or reported during the year nor have we been informed of any such instance by theManagement.
(xi) According to the information and explanation given to us and based on ourexamination of the records of the Company the Company has paid / provided for managerialremuneration in accordance with requisite approvals mandated by the provisions of section197 read with Schedule V to the Act.
(xii) In our opinion and according to the information and explanations given to us theCompany is not a Nidhi Company. Accordingly paragraph 3 (xii) of the Order is notapplicable.
(xiii) According to the information and explanation given to us all transactionentered into by the Company with the related parties are in compliance with Sections 177and 188 of Act where applicable and the details have been disclosed in the financialStatements etc. as required by the applicable Indian Accounting Standards.
(xiv) According to the information and explanations give to us and based on ourexamination of the records the Company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the year.
(xv) According to the information and explanation given to us the Company has notentered into any noncash transactions with the directors or persons connected with himduring the year.
(xvi) According to the information and explanation given to us the Company is notrequired to be registered under section 45-IA of the Reserve Bank of India Act 1934.
For Ajay Shobha & Co. Chartered Accountants Firm's Reg. No. 317031E
Mem. No. 053071
UDIN : 20053071AAAADS9513
Place : Mumbai
Date : July 30 2020
ANNEXURE "B" TO THE INDEPENDENT AUDITOR'S REPORT OF EVEN DATE ON THEFINANCIAL STATEMENTS OF SHIVOM INVESTMENTS & CONSULTANCY LIMITED FOR THE YEAR ENDED31ST MARCH 2020.
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 ShivomInvestments & Consultancy Limited ("the Company") as of March 31 2020 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").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 issued by ICAI. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalfinancial controls over financial reporting was established and maintained and if suchcontrols 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 included obtaining anunderstanding of internal financial controls over financial reporting assessing the riskthat a material weakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The procedures selecteddepend on the auditor's judgement including the assessment of the risks of materialmisstatement 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 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 of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the Company are being made only inaccordance with authorizations of management and directors of the Company; and
(3) provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition use or disposition of the company's assets that could have amaterial 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 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 ICAI.
|For Ajay Shobha & Co. Chartered Accountants Firm's Reg. No. 317031E || |
|Ajay Gupta Partner Mem. No. 053071 UDIN :20053071 AAAADS9513 ||Place : Mumbai Date : July 30 2020 |