You are here » Home » Companies » Company Overview » Span Divergent Ltd

Span Divergent Ltd.

BSE: 524727 Sector: Others
NSE: N.A. ISIN Code: INE004E01016
BSE 00:00 | 18 May 13.90 -0.73
(-4.99%)
OPEN

13.90

HIGH

13.90

LOW

13.90

NSE 05:30 | 01 Jan Span Divergent Ltd
OPEN 13.90
PREVIOUS CLOSE 14.63
VOLUME 525
52-Week high 24.95
52-Week low 11.40
P/E 5.37
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 13.90
CLOSE 14.63
VOLUME 525
52-Week high 24.95
52-Week low 11.40
P/E 5.37
Mkt Cap.(Rs cr) 8
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Span Divergent Ltd. (SPANDIVERGENT) - Auditors Report

Company auditors report

TO THE MEMBERS OF SPAN DIVERGENT LIMITED

Report on the Audit of the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Span DivergentLimited ("the Company") which comprise the Balance Sheet as at March 312021 the Statement of Profit and Loss (including Other Comprehensive Income) theStatement of Changes in Equity and the Statement of Cash Flows for the year ended on thatdate and a summary of the significant accounting policies and other explanatoryinformation (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 standalone financial statements give the information requiredby the Companies Act 2013 ("the Act") in the manner so required and give a trueand fair view in conformity with the Indian Accounting Standards prescribed under section133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015 asamended ("Ind AS") and other accounting principles generally accepted in Indiaof the state of affairs of the Company as at March 31 2021 the profit and totalcomprehensive income changes in equity and its cash flows for the year ended on thatdate.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with theStandards on Auditing ("SAs") specified under section 143(10) of the Act. Ourresponsibilities under those Standards are further described in the Auditor’sResponsibilities for the Audit of the Standalone Financial Statements section of ourreport. We are independent of the Company in accordance with the Code of Ethics issued bythe Institute of Chartered Accountants of India (ICAI) together with the ethicalrequirements that are relevant to our audit of the standalone financial statements underthe provisions of the Act and the Rules made thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and the ICAI’s Code ofEthics. We believe that the audit evidence we have obtained is sufficient and appropriateto provide a basis for our audit opinion on the standalone 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 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. We have determined that the matters described below tobe the key audit matters to be communicated in our report

1. Impairment testing of carrying value of investment Subsidiaries and otherInvestments

As at 31st March 2021 the company has investment of Rs. 3345.14 Lakhs(after re-evaluating Impairment loss on Investments) in LLP Subsidiaries as partner’sCapital by way of fixed as well as fluctuating capital and in Private Limited Company byholding Share Capital. The Management has assessed the impairment of investments in itssubsidiaries by reviewing the business forecasts of subsidiaries and noted that except OneLLP Subsidiary i.e. Aranya Agri Biotech LLP no provision for impairment is required to bemade in respect of these investments as they are considered good. We considered this as akey audit matter due to significant judgment involved in estimating future cash flowsprepared by the Management to support the carrying value of above investments.

In view of the above significance of the matter we applied the following auditprocedures in this area among others to obtain sufficient appropriate audit evidence:-

• Obtained an understanding of management’s process and evaluated design andtested operating effectiveness of controls around identification/ assessment of indicatorsof impairment under Ind AS and performing the related impairment analysis of theSubsidiary Company to determine recoverable amount of the said investment.

• Ensuring the methodology of the impairment exercise continues to comply with therequirements of Indian Accounting Standards (Ind AS) as adopted including evaluatingmanagement’s assessment of indicators of impairment against indicators of impairmentspecified within Ind AS 36.

• Evaluating the independent external valuer’s competence capabilities andobjectivity. Understanding the methodologies used by the external valuer to estimateresale values.

• Evaluated the appropriateness of the disclosure in the financial statements andassessed the completeness and mathematical accuracy.

Considered the results of the aforesaid procedures in evaluating the recoverability ofinvestment in subsidiaries. Based on the above procedures performed we noted that theManagement’s assessment of impairment of investments in subsidiaries is reasonableand In case of subsidiary Aranya Agri Biotech LLP as at March 31 2021 the LLP hadaccumulated losses of Rs. 194.12 Lakhs during the current year and Rs. 424.86 Lakhs in thepreceding year and as of that date there is substantial erosion in the net worth of theAranya Agri Biotech LLP. Hence the management has decided to impair the investment in thisLLP and Rs. 125 Lacs has been provided as impairment in the books of the Company andtreated as an exceptional item during the year. During the year the management hasreversed the earlier impairment made in the subsidiary Biospan Scientific LLP by Rs.1400000/- and in the books of the company the same is treated as an exceptional itemduring the year as Income.

Information Other than the Financial Statements and Auditor’s 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 ManagementDiscussion and Analysis Board’s Report including Annexures to Board’s ReportBusiness Responsibility Report Corporate Governance and Shareholder’s Informationbut does not include the standalone financial statements and our auditor’s reportthereon. Our opinion on the standalone financial statements does not cover the otherinformation and we do not express any form of assurance conclusion thereon. In connectionwith our audit of the standalone financial statements our responsibility is to read theother information and in doing so consider whether the other information is materiallyinconsistent with the standalone financial statements or our knowledge obtained during thecourse 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 Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section134(5) of the Act with respect to the preparation of these standalone financial statementsthat give a true and fair view of the financial position financial performance includingother comprehensive income changes in equity and cash flows of the Company in accordancewith the Ind AS and other accounting principles generally accepted in India. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding 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 standalone financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.

In preparing the standalone financial statements management is responsible forassessing 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 responsible for overseeing the Company’s financialreporting process.

Auditor’s Responsibilities for the Audit of the Standalone 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. Reasonableassurance is a high level of assurance but is not a guarantee that an audit conducted inaccordance with SAs will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered material if individuallyor in the aggregate they could reasonably be expected to influence the economic decisionsof users taken on the basis of these standalone financial statements. As part of an auditin accordance with SAs we exercise professional judgment and maintain professionalscepticism throughout the audit. We also: o Identify and assess the risks of materialmisstatement of the standalone financial statements whether due to fraud or error designand perform audit procedures responsive to those risks and obtain audit evidence that issufficient and appropriate to provide a basis for our opinion. The risk of not detecting amaterial misstatement resulting from fraud is higher than for one resulting from error asfraud may involve collusion forgery intentional omissions misrepresentations or theoverride of internal control. o Obtain an understanding of internal financial controlsrelevant to the audit in order to design audit procedures that are appropriate in thecircumstances. Under section 143(3)(i) of the Act we are also responsible for expressingour opinion on whether the Company has adequate internal financial controls system inplace and the operating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management. o Conclude on theappropriateness of management’s use of the going concern basis of accounting andbased on the audit evidence obtained whether a material uncertainty exists related toevents or conditions that may cast significant doubt on the Company’s ability tocontinue as a going concern. If we conclude that a material uncertainty exists we arerequired to draw attention in our auditor’s report to the related disclosures in thestandalone financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor’s report. However future events or conditions may cause the Company to ceaseto continue as a going concern. o Evaluate the overall presentation structure and contentof the standalone financial statements including the disclosures and whether thestandalone financial statements represent the underlying transactions and events in amanner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statementsthat individually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the financial statements may be influenced. We considerquantitative materiality and qualitative factors in

(i) planning the scope of our audit work and in evaluating the results of our work; and

(ii) to evaluate the effect of any identified misstatements in the financialstatements. We communicate with those charged with governance regarding among othermatters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit. We also provide those charged with governance with a statement that we havecomplied with relevant ethical requirements regarding independence and to communicatewith them all relationships and other matters that may reasonably be thought to bear onour independence and where applicable related safeguards. From the matters communicatedwith those charged with governance we determine those matters that were of mostsignificance in the audit of the standalone financial statements of the current period andare therefore the key audit matters. We describe these matters in our auditor’sreport unless law or regulation precludes public disclosure about the matter or when inextremely rare circumstances we determine that a matter should not be communicated in ourreport because the adverse consequences of doing so would reasonably be expected tooutweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act based on our audit 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 Statement of Changes in Equity and the Statement of Cash Flow dealt with by thisReport are in agreement with the relevant books of account.

d) In our opinion the aforesaid standalone financial statements comply with the Ind ASspecified under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on March31 2021 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2021 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 ourseparate Report in "Annexure A". Our report expresses an unmodifiedopinion on the adequacy and operating effectiveness of the Company’s internalfinancial controls over financial 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 opinionand to the best of our information and according to the explanations given to us theremuneration paid by the Company to its directors during the year is in accordance withthe provisions of section 197 of the Act.

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 inour opinion and to the best of our information and according to the explanations given tous:

i. The Company does not have any pending litigations which would impact its financialposition.

ii. The Company has made provision as required under the applicable law or accountingstandards for material foreseeable losses if any on long-term contracts includingderivative contracts.

iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company.

2. As required by the Companies (Auditor’s Report) Order 2016 ("theOrder") issued by the Central Government in terms of Section 143(11) of the Act wegive in "Annexure B" a statement on the matters specified in paragraphs 3and 4 of the Order.

For Y. B. Desai and Associates
Chartered Accountants
Firm Registration No. 102368W
Mayank Y. Desai
Partner
Date: June 11 2021 Membership No.: 108310
Place: Surat UDIN: 21108310AAAAGU8033

ANNEXURE A TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in paragraph 1 (f) under ‘Report on Other Legal and RegulatoryRequirements’ section of our report to the Members of SPAN DIVERGENT LIMITED of evendate) Report on the Internal Financial Controls Over Financial Reporting under Clause (i)of Sub-section 3 of Section 143 of the Companies Act 2013 ("the Act")

We have audited the internal financial controls over financial reporting of SPANDIVERGENT LIMITED (the "Company") as of March 31 2021 in conjunction with ouraudit of the standalone Ind AS financial statements of the Company for the year ended onthat date.

Management's Responsibility for the Internal Financial Controls

The Management of the Company 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 (the "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 safeguardingof its 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.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting of the Company based on our audit. We conducted ouraudit in accordance with the Guidance Note on Audit of Internal Financial Controls OverFinancial Reporting (the "Guidance Note") issued by the ICAI and the Standardson Auditing prescribed under Section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls. Those Standards and the GuidanceNote require that we 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. Our audit involves performing procedures to obtainaudit evidence about the adequacy of the internal financial controls system over financialreporting and their operating effectiveness. Our audit of internal financial controls overfinancial reporting included obtaining an understanding of internal financial controlsover financial reporting assessing the risk that a material weakness exists and testingand evaluating the design and operating effectiveness of internal control based on theassessed risk. The procedures selected depend on the auditor’s judgement includingthe assessment of the risks of material misstatement of the financial statements whetherdue to fraud or error. We believe that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our audit opinion on the Company’s internalfinancial controls system over financial reporting. CoViD-19 pandemic has resulted in adifferent and unique working environment which required performance of audit proceduresremotely.

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 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 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.

Opinion

In our opinion to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 31 2021 based on the criteria forinternal financial control over financial reporting 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 Y. B. Desai and Associates
Chartered Accountants
Date: June 11 2021 Firm Registration No. 102368W
Place: Surat Mayank Y. Desai
Partner
Membership No. : 108310
UDIN: 21108310AAAAGU8033

ANNEXURE B TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in paragraph 2 under ‘Report on Other Legal and RegulatoryRequirements’ section of our report to the Members of Span Divergent Limited of evendate)

i. In respect of its fixed assets:

a) On the basis of available information the Company has maintained proper recordsshowing full particulars including quantitative details and situations of fixed assets.

b) According to the information and explanation given to us the Company has formulateda regular program of verification by which all the assets of the Company shall be verifiedin a phased manner over a period of once in every three years which in our opinion isreasonable having regard to the size of the Company and nature of assets and no materialdiscrepancies were noticed on verification conducted during the year as compared with thebook records.

c) According to the information and explanations given to us the records examined byus and based on the examination of the conveyance deeds / registered sale deed provided tous we report that the title deeds comprising all the immovable properties of land andbuildings which are freehold are held in the name of the Company as at the balance sheetdate

ii. In respect of its inventories:

a) There was no inventories during the year therefore this clause is not applicable.

iii. The Company has not granted loans secured or unsecured to companies firms andlimited liability partnerships or other parties covered in the register maintained U/s 189of the Companies Act 2013. Accordingly paragraph 3 (iii) of the Order is not applicableto the Company.

iv. In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Sections 185 and 186 of the Act in respect ofgrant of loans making investments and providing guarantees and securities as applicable.There were no loans granted during the year under Section 185 of the Act.

v. The Company has not accepted any deposits within the meaning of Sections 73 to 76 ofthe Act and the rules framed there under during the year and therefore the provisions ofthe clause 3 (v) of the Order are not applicable to the Company.

vi. The Central Government has not prescribed the maintenance of cost records for anyof the products of the Company under sub-section (1) of section 148 of the Act and therules framed there under.

vii. In respect of statutory dues:

a) According to the information and explanation given to us and records of the Companyexamined by us in our opinion the Company is regular in depositing the undisputedstatutory dues including Provident Fund Income Tax Goods and Service Tax duty ofCustoms Cess professional tax and other material statutory dues as applicable with theappropriate authorities. According to the information and explanations given to us noundisputed amounts payable in respect of the aforesaid dues were in arrears as at 31stMarch 2021 for a period of more than six months from the date of becoming payable.

b) According to the information and explanation given to us there are no dues ofincome tax sales tax value added tax service tax Goods and Service Tax custom dutyexcise duty and Cess which have not been deposited with the appropriate authorities onaccount of dispute.

viii. In our opinion and according to the information and explanations given to us theCompany has not defaulted in the repayment of dues to banks. The Company has not taken anyloan either from financial institutions or from the government and has not issued anydebentures.

ix. The company has not raised any funds by way of initial public offer or furtherpublic offer during the year. The Company has taken term loan from bank during the yearand were utilized for the purpose for which those are raised.

x. In our opinion and according to the information and explanations given to us nofraud by the Company and no material fraud on the Company has been noticed or reportedduring the year.

xi. According to the information and explanation given to us and based on ourexamination of the records of the Company the Managerial remuneration has been paid andprovided by the Company in accordance with the requisite approvals mandated by theprovisions of Section 197 of the Act read with Schedule V to the Act.

xii. In our opinion the Company is not a Nidhi Company. Accordingly paragraph 3 (xii)of the Order is not applicable to the Company.

xiii. According to the information and explanation given to us and based on ourexamination of the records of the company transaction with the related parties are incompliance with Section 177 and 188 of the Companies Act 2013 where applicable anddetails of such transaction have been disclosed in the financial statement as required bythe applicable Indian accounting standards.

xiv. Based upon the audit procedures performed and the information and explanationsgiven by the management the company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures during the year underreview. Accordingly paragraph 3 (xiv) of the Order is not applicable to the Company andhence not commented upon.

xv. Based upon the audit procedures performed and the information and explanationsgiven by the management the company has not entered into any non-cash transactions withdirectors or persons connected with him. Accordingly paragraph 3 (xv) of the Order is notapplicable to the Company and hence not commented upon.

xvi. In our opinion the company is not required to be registered under section 45 IAof the Reserve Bank of India Act 1934 and accordingly paragraph 3 (xvi) of the Order isnot applicable to the Company and hence not commented upon.

For Y. B. Desai and Associates
Chartered Accountants
Firm Registration No. 102368W
Mayank Y. Desai
Partner
Date: June 11 2021 Membership No.: 108310
Place: Surat UDIN: 21108310AAAAGU8033

.