The Members of Tamboli Capital Limited
Report on the Audit of the Standalone Financial Statements
We have audited the accompanying standalone financial statements of Tamboli CapitalLimited ("the Company") which comprise the Balance Sheet as at 31stMarch 2020 the statement of profit and loss (including other comprehensive income) thestatement of changes in equity and the statement of cash flows for the year then ended andnotes to the financial statements including a summary of the significant accountingpolicies and other explanatory information (hereinafter referred to as "thestandalone 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 the other accounting principles generally accepted in Indiaof the state of affairs of the Company as at 31st March 2020 and of the profitand total comprehensive income changes in equity and its cash flows for the year ended onthat date.
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 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 our forming our opinion thereon and we do not provide aseparate opinion on these matters.
We have determined that there are no key audit matters to communicate in our report.
Information Other than the Standalone 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 Board'sReport including Annexures to Board's Report Management Discussion and AnalysisShareholder's Information but does not include the standalone financial statements andauditor's report thereon.
Our opinion on the standalone financial statements does not cover the other informationand we do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements our responsibilityis to read the other information and in doing so consider whether the other informationis materially inconsistent with the standalone financial statements or our knowledgeobtained during 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 material misstatementof this other information we are required to report that fact. We have nothing to reportin 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 and cashflows of the Company in accordance with the Ind AS and accounting principles generallyaccepted in India. This responsibility also includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding of the assets of theCompany and 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 standalone financial statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.
TAMBOLI CAPITAL LIMITED
12nd ANNUAL REPORT 2019-20
In preparing the standalone financial statements management is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concerns and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.
The Board of Directors is also responsible for overseeing the Company's financialreporting process.
Auditors' Responsibility 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. Reasonable assuranceis high level of assurance but is not a guarantee that audit conducted in accordance withSAs will always detect a material misstatement when it exists. Misstatements can arisefrom fraud 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 standalone 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 misstatements of the standalonefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery intentional omissions misrepresentations or the override of theinternal control.
Obtain an understanding of internal financial controls relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act we are also responsible for expressing our 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 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 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 standalone 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 cease tocontinue as a going concern.
Evaluate the overall presentation structure and content of the standalonefinancial statements including the disclosure and whether the standalone financialstatements represent the underlying transactions and events in a manner that achieves fairpresentation.
We 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 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.
The financial information of the Company for the year ended 31st March 2019and the transition date opening balance sheet as at 1st April 2018 included inthese standalone Ind AS financial statements are based on the previously issued financialstatements for the years ended 31st March 2019 and 31st March 2018prepared in accordance with the Companies (Accounting Standards) Rules as applicablewhich were audited by us on which we expressed our unmodified opinion dated 11thMay 2019 and 15th May 2018 respectively. The adjustments to those standalonefinancial statements for the differences in the accounting principles adopted by theCompany on transition to the Ind AS have been audited by us. Our opinion is not modifiedin 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 terms of sub-section (11) of section 143 of theAct we give in the Annexure - A a statement on the matters specified in clause 3 and 4of 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 purpose 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 Cash Flow Statement dealt with by thisReport are in agreement with the books of account;
(d) In our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014;
(e) On the basis of written representations received from the directors as on 31stMarch 2020 and 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 termssection 164(2) of the Act;
(f) With respect to the adequacy of internal financial controls over financialreporting of the Company and operating effectiveness of such controls our separate reportin annexure - B may be referred;
(g) In our opinion and to the best of our information and according to the explanationsgiven to us remuneration paid by the Company to its directors during the year is inaccordance with the provisions of section 197 of the Act.
With respect to the other matters to be included in the Auditors' Report in accordancewith Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinion and to thebest of our information and according to the explanation 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 derivatives contracts forwhich there were any material foreseeable losses;
iii There has been no delay in transferring the amounts required to be transferred tothe Investor Education and Protection Fund by the Company.
| ||For P A R K & COMPANY Chartered Accountants FRN: 116825W ASHISH DAVE |
|Bhavnagar ||Partner |
|June 13 2020 ||Membership No. 170275 UDIN: 20170275AAAABP4596 |
ANNEXURE - A TO THE INDEPENDENT AUDITORS' REPORT
(Referred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements'section of our report of even date)
On the basis of such checks as we considered appropriate and in terms of informationand explanations given to us we state that:
1. In respect of fixed assets:
a. The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.
b. The fixed assets were physically verified by the management at reasonable intervalsin a phased manner in accordance with a programme of physical verification. Nodiscrepancies were noticed on such verification.
c. Since the Company does not have any immovable properties the requirements ofreporting on title deeds of immovable properties are not applicable.
2. The inventories were physically verified by the management at reasonable intervalsduring the year. No material discrepancies were noticed on such physical verificationcarried out by the Company.
3. The Company has not granted any loans secured or unsecured to companies firms orother parties in the register maintained under section 189 of the Companies Act 2013.
4. The Company has complied with provisions of Section 185 and 186 of the Act inrespect of loans investments guarantees and security to the extent applicable.
5. The Company has not accepted any deposits within the meaning of the provisions ofsection 73 to 76 or any other relevant provisions of the Act and the rules framedthereunder with regard to the deposits accepted from the public. No order has been passedby the Company Law Board or National Company Law Tribunal or Reserve Bank of India or anycourt or any other tribunal.
6. The Central Government has not prescribed maintenance of the cost records undersection 148(1) of the Act.
7. In respect of statutory and other dues:
a. The Company has generally been regular in depositing undisputed statutory duesincluding Provident Fund Employees State Insurance Income Tax Custom Duty Cess Goods& Service Tax and other statutory dues to the extent applicable with the appropriateauthorities during the year. There are no undisputed statutory dues outstanding for aperiod of more than six months from the date they became payable.
b. There are no amounts outstanding which have not been deposited on account ofdispute.
8. The Company has not obtained any borrowings from the banks or from the financialinstitutions or from the government or by way of debentures.
9. The Company has not raised any money during the year by way of public offer(including debt instruments) or term loans.
10. To the best of our knowledge and belief and according to the information andexplanations given to us no fraud on or by the Company or on the Company by its officersor employees was noticed or reported during the year.
11. Managerial remuneration (sitting fees to directors) paid or provided by the Companyduring the year is in accordance with the requisite approvals mandated by the provisionsof Section 197 read with Schedule V to the Act.
12. Since the Company is not a Nidhi Company the provisions of clause 3 (xii) of theOrder are not applicable to the Company.
13. All transactions with the related parties are in compliance with Section 177 and188 of the Act and the details have been disclosed in the financial statements as requiredby the applicable 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.
15. The Company has not entered into any non-cash transactions during the year withdirectors or persons concerned with him.
16. The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934.
| ||For P A R K & COMPANY Chartered Accountants FRN: 116825W ASHISH DAVE |
|Bhavnagar ||Partner |
|June 13 2020 ||Membership No. 170275 UDIN: 20170275AAAABP4596 |
ANNEXURE-B TO THE INDEPENDENT AUDITORS' REPORT
(Referred to in paragraph 2 (f) under 'Report on Other Legal and RegulatoryRequirements' section of our report of even date)
We have audited the internal financial controls over financial reporting of TamboliCapital Limited ("the Company") as of 31st March 2020 inconjunction with our audit of the standalone Ind AS financial statements of the Companyfor 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 Reporting("Guidance Note") issued by the Institute of Chartered Accountants of India("the ICAI"). These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence tocompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information 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 and the Standards on Auditing issued by the ICAI and prescribedunder section 143(10) of the Companies Act 2013 to the extent applicable to an audit ofinternal financial controls. Those Standards and the Guidance Note require that we complywith ethical requirements and plan and perform the audit to obtain reasonable assuranceabout whether adequate internal financial controls over financial reporting wasestablished and maintained and if such controls operated effectively in all materialrespects.
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 auditors' judgement 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 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.
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 31st March 2020based on the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note.
| ||For PARK & COMPANY Chartered Accountants FRN: 116825W ASHISH DAVE |
|Place : Bhavnagar ||Partner |
|Date : June 13 2020 ||Membership No. 170275 UDIN: 20170275AAAABP4596 |