THE MEMBERS OF
UPASANA FINANCE LIMITED
CHENNAI FOR THE YEAR ENDED 31ST MARCH 2017
To the Members of
Upasana Finance Limited .
Report on the Financial Statements
We have audited the accompanying financial statements of Upasana Finance Limited.("the company") which comprise the Balance Sheet as at 31st March 2017 theStatement of Profit and Loss the Cash Flow Statement for the year then ended and asummary of the 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 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 perfewnance and cash flows of the Company in accordance with the accountingprinciples generally accepted in India including the Accounting Standards specified underSection 133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014.
This responsibility also includes the maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding of the assets of the Companyand for preventing and detecting the 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 statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.
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 arid the Rules made there under. .
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 ethical .requirements 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 andthe disclosures in the financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers internal financial control relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances..
An audit also includes evaluating the appropriateness of the accounting policies usedand the reasonableness of the accounting estimates made by Company's Directors as well asevaluating the overall presentation of the financial statements.
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 ys the aforesaid financial statements give the information required by the Actin the manner so required and ive a true and fair view in conformity with the accountingprinciples generally accepted in India; a) of the state of affairs of the Company as atMarch 312017;
b) of the Profitfor the year ended on that date; and '
c) of the cash flows for the 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 inthe paragraphs 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 Balance Sheet the Statement of Profit and Loss and 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 AccountingStandards specified 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 2017 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2017 from being appointed as a director in terms ofSection 164(2) of the Act.
f) With respect to the adequacy of internal financial controls over financial reportingof the Company and the operating effectiveness of such controls refer to our separateReport 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 has disclosed the impact of pending litigations on its financialposition in its financial statements - Refer Note No. AS29 Annexure to financialstatements.
ii. The Company did not have any long-term contracts including derivative contract forwhich there were any material foreseeable losses.
iii. During the year there was no requirement on the part of the company to transferany amount to the Investors Education and Protection fund.
iv. The Company has provided requisite disclosure in its financial statements as toholdings as well as dealings in Specified Bank Notes from November 08 2016 to December30 2016 and these are in accordance with the Books of accounts maintained bv the ComDanv.
| ||For Sundaram & Srinivasan |
|Place : Chennai * ||Chartered Accountants |
|Date :26th May 2017 ||Firm Registration No. 004207S |
| ||P. Menakshisund.aram |
| ||Partner |
| ||Membership No. 217914 |
ANNEXURE "A" TO INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UPASANAFINANCE LIMITED CHENNAI FOR THE YEAR ENDED 31ST MARCH 2017
Annexure A referred to in our report under "Report on Other Legal and Regulatoryrequirements Para 1" of even date on the accounts for the year ended 31st March
1. The company has no fixed assets.
2. The Company has no stock of inventory and hence reporting on physical verificationdoes not arise. .
3. During the year the company has not granted any loan to a company firm LimitedLiability Partnerships or other parties.covered in the register maintained under Section189 of the Companies Act 2013.
4. During the year the company has not granted any loan furnished any guarantees orprovided any security. The Company has made investments in Mutual Fund Units during theyear. The Company has complied with the provisions of section 185 of the Companies Act2013. The provisions of Section 186 are not applicable to the company.
5. The company has not accepted any deposit within the meaning of sections 73 to 76 ofthe Companies Act 2013 during the year.
6. According to the information and explanations furnished to us the requirement formaintenance of cost records pursuant to the Companies (Cost Records and Audit) Rules 2014specified by the Central Government of India under Section 148 of the Companies Act2013*are not applicable to the Company for the yeaV under audit. .
7. (a) According to the records provided to us the company is generally regular indepositing undisputed statutory dues including Provident Fund Income Tax Service Tax andTax deducted at Source with -the appropriate authorities. However we have observed delaysin remitting sums in respect of Tax deducted at source and Service Tax.
(b) According to information and explanations given to us there are no disputed duesthat were not deposited with the concerned authorities:
8) The company has not availed any term loan from banks or financial institutions.Hence the question of reporting on default in repayment thereof does not arise.
9) The company has not raised any money by the way of initial public offer or furtherpublic offers including debt instruments or by way of term loan during the year. Hencereporting on utilization of such money does not arise.
10) Based on the audit procedures adopted and information and explanations furnished tous by the management no fraud on or by the company has been noticed or reported duringthe course of our audit.
11) No managerial remuneration has been paid or provided during the year.
12) The Company is not a Nidhi company and as such this clause of the Order is notapplicable.
13) (a) In our opinion and according to the information and explanations furnished .
to us all transactions with the related parties are in compliance with sections 177and 188 Of Companies Act 2013.
(b) The details of transactions during the year have been disclosed in the FinancialStatements as required by the applicable accounting standards. Refer Note no. 18 toFinancial statements.
14) During the year the company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures under section 42 of theCompanies Act 2013.
15) In our opinion and according to the information and explanations furnished tousthe company has not entered into any non-cash transactions with directors or personsconnected with them.
16) The company is required to register under section 45-IAof-the Reserve Bank of IndiaAct 1934 and has valid Certificate of Registration issued by Reserve Bank of India.
| ||For Sundaram & Srinivasan |
|Place : Chennai ||Chartered Accountants |
|Date :26th May 2017 ' ' . . ||Firm Registration No. 004207S |
| ||P. Menakshisundaram |
| ||Partner |
| ||Membership No. 217914 |
ANNEXURE "B"TO INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UPASANA FINANCELIMITED CHENNAI FOR THE YEAR ENDED 31ST MARCH 2017 ^
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 UpasanaFinance Limited Chennai ("the Company") as of March 31 2017 in conjunctionwith our 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 Guidance Note on Audit of Internal Financial Controlsover Financial Reporting issued by the Institute of Chartered Accountants of India(hereinafter "ICAI"). These responsibilities include the design implementationand maintenance of adequate internal financial controls that were operating effectivelyfor ensuring 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 'accordance with the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the "Guidance Note") and the Standards on Auditing issued by ICAIand deemed to be prescribed under section 143(10) of the Companies Act 2013 to theextent applicable to an audit of internal financial controls both applicable to anaudit of Internal Financial Controls and both issued by the ICAI. Those Standards and theGuidance Note require that We comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether adequate internal financial controlsover financial reporting waS established and maintained and if such controls operatedeffectively 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 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 .system over 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; .
I. pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the Company;
II. 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
III. provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the company's assets that could have a materiaIeffect 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 2017 based on;
i. existing policies and procedures adopted by the Company for ensuring orderly andefficient conduct of business.
ii. continuous a dherence to Company's policies.
iii. existing procedures in relation to safeguarding of Company's fixed assetsInvestments receivables loans and advances made and cash and bank balances.
iv. existing system to prevent and detect fraud and errors.
v. accuracy and completeness of Company's accounting records; and
vi. existing capacity to prepare timely and reliable financial information.
| ||For Sundaram&Srinivasan |
|Place : Chennai . ||Chartered Accountants |
|Date :26th May 2017 . ||Firm Registration No. 004207S |
| ||P. Menakshisundaram |
| ||. . Partner |
| ||Membership No. 217914 |