To the Members of
Upsurge Investment & Finance Limited.
Report on the Audit of the Standalone Financial Statements
We have audited the Standalone financial statements of Upsurge Investment &Finance Limited (the Company') which comprise the Balance Sheet as at 31stMarch 2021 and the Statement of Profit and loss (including other comprehensive income)the statement of Changes in Equity and the Statement of Cash flows for the year then endedincluding 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 true andfair view in conformity with the Indian Accounting Standards prescribed under section 133of the Act read with the company (Indian Accounting Standards) Rules 2015 as amended("Ind AS") and other accounting principles generally accepted in India of thestate of affairs of the Company as at 31st March 2021 and its Profit totalcomprehensive income the changes in Equity and its cash flows for the year ended on thatdate.
Basis for Opinion
We conducted our audit of Standalone financial statements in accordance with theStandards on Auditing (SAs') specified under section 143 (10) of the Act. Ourresponsibilities under those SAs are further described in the Auditor's Responsibilitiesfor the Audit of the Standalone Financial Statements section of our report. We areindependent of the Company in accordance with the Code of Ethics issued by the Instituteof Chartered Accountants of India (the ICAI') together with the ethical requirementsthat are relevant to our audit of the financial statements under the provisions of the Actand the Rules made thereunder and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the Code of Ethics. We believe that the auditevidence obtained by us is sufficient and appropriate to provide a basis for our opinionon Standalone financial statement.
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. There are no key audit matters to be communicated inour report.
Information Other than the Standalone Financial Statements and Auditor's Report Thereon
The Company's management and the Board of Directors are responsible for theother information. The other information comprises the information included in theManagement Discussion and Analysis Board's Report including Annexure to Board's ReportCorporate Governance and Shareholder's Information but does not include the standalonefinancial statements and our auditor's report thereon
Our opinion on the Standalone financial statements does not cover the otherinformation and we do not express any form of assurance conclusion thereon.
In connection with our audit of the Standalone financial statements ourresponsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the Standalone financial statements orour knowledge obtained in the 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 is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to the preparation ofthese standalone financial statements that give a true and fair view of the financialposition financial performance including other comprehensive income changes in Equityand cash flows of the Company in accordance with the Ind AS and Other accountingprinciples generally accepted in India. This responsibility also includes maintenance ofadequate accounting records in accordance with the provision of the Act for safeguardingof the assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; makingJudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and Completeness of the accounting records relevant to thepreparation and presentation of the financial Statements that give a true and fair viewand are free from materials misstatement whether due to fraud or error.
In preparing the Standalone financial statements management and the Board of Directorsare responsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.
The Board of Directors is also responsible for overseeing the Company's financialreporting 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 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 misstatement 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 internalcontrol.
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 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 financialstatements including the disclosures and whether the standalone financial statementsrepresent 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.
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
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 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 the 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 the Ind 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 2021 and taken on record by the Board of Directors we report that none of thedirectors is disqualified as on 31st March 2021 from being appointed as adirector in terms of section 164(2) of the Act.
f) Report on the Internal Financial Controls under Clause (1) of Sub-section 3 ofsection 143 of the companies Act 2013 ("the Act") is enclosed as an Annexure Ato this report.
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 opinion and to the best of our information and according to the explanationsgiven to us the remuneration paid by the Company to its directors during the year is inaccordance with the 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 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 were required to be transferred to the InvestorEducation and Protection Fund by the Company.
2. As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government in terms of Section 143(11) of the Act we give in"Annexure B" a statement on the matters specified in paragraphs 3 and 4 of theOrder.
Annexure "A" to the Independent Auditors Report
(Referred to in paragraph 1 (f) under Report on Other Legal and RegulatoryRequirements' section of our report to the Members of Upsurge Investment & FinanceLimited of even date)
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")
We have audited the internal financial controls over financial reporting of UpsurgeInvestment & Finance Limited ("the Company") as of 31st March2021 in conjunction with our audit of the Standalone 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 Reportingissued by the Institute of Chartered Accountants of India. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to the Company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired 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 as specified under section143(10) of the Companies Act 2013 to the extent applicable to an audit of internalfinancial controls and both issued by the Institute of Chartered Accountants of India.Those Standards and the Guidance Note require that we comply with ethical requirements andplan and 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 performingprocedures to obtain audit evidence about the adequacy of the internal financial controlssystem over financial reporting and their operating effectiveness.
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 judgment 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 internal financial controls system overfinancial 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 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 onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India.
Annexure "B" to the Independent Auditors Report
(Referred to in paragraph 2 under Report on Other Legal and RegulatoryRequirements' section of our report to the Members of Upsurge Investment & FinanceLimited of even date)
1. In respect of its fixed assets:
a. The Company is maintaining proper records showing full particulars includingquantitative details and situation of fixed assets.
b. The Company has a regular program of physical verification of fixed assets which isin our opinion reasonable having regard to the size of the Company and the nature of itsassets. In accordance with this program certain fixed assets have been physicallyverified by the management during the year and no material discrepancies have been noticedon such verification.
c. Based on our audit procedures performed for the purpose of reporting the true andfair view of the financial statements and according to information and explanations givenby the management the title deeds of immovable properties are held in the name of theCompany.
2. The inventory has been physically verified during the year by the management. In ouropinion the frequency of verification is reasonable. There were no material discrepanciesnoticed on physical verification of inventories as compared to the book records.
3. As explained to us the company had not granted any loans secured or unsecured toany companies firms Limited Liability Partnerships or other parties covered in theregister maintained under section 189 of the Act and hence provisions of Clause 3 (iii) ofthe aforesaid Order are not applicable to the Company.
4. In our opinion and according to the information and explanations given to us thecompany has complied with the provisions of section 185 and 186 of the Companies Act2013 as applicable in respect of loans investments guarantees and security.
5. In our opinion and according to the information and explanations given to us theCompany has not accepted deposits from the public within the meaning of Sections 73 to 76of the Act and the Rules framed thereunder to the extent notified. In respect of unclaimeddeposits the Company has complied with the provisions of Sections 74 and 75 or any otherrelevant provisions of the Act.
6. In our opinion and according to the information and explanations given to usmaintenance of cost records under sub-section (1) of the Section 148 of the Companies Act2013 has not been prescribed by the government.
7. a). According to the records of the Company the Company is generally regular indepositing with appropriate authorities undisputed statutory dues including providentfund employees' state insurance income tax sales tax wealth tax duty of customs dutyof excise value added tax Goods and Service tax or cess and other statutory duesapplicable to it. No undisputed amounts payable in respect of provident fund employees'state insurance income-tax sales tax wealth tax duty of customs duty of excise valueadded tax Goods and Services tax or cess and other statutory dues were outstanding as at31st March 2021 for a period of more than six months from the date theybecame payable.
b. According to the records of the Company and information and explanations given to usno dues of income tax sales tax wealth tax service tax duty of customs duty ofexcise value added tax or cess that have not been deposited on account of any disputes.
8. In our opinion and according to the information and explanation given to us theCompany has not defaulted in the repayment of dues to banks.
9. The Company has not raised any money by way of initial public offer further publicoffer (including debt instruments) and term loans during the year hence provisions ofClause 3(ix) of the aforesaid Order are not applicable to the Company.
10. During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us we have neither come across anyinstance of material fraud by the Company or on the Company by its officers or employeesnoticed or reported during the year nor have we been informed of any such case by themanagement.
11. The Company has paid/provided managerial remuneration in accordance with therequisite approvals mandated by the provision of the Section 197 read with Schedule V ofthe Act.
12. The Company is not a Nidhi Company and the Nidhi Rules 2014 are not applicable tothe Company and hence provisions of Clause 3(xii) of the aforesaid Order are notapplicable to the Company.
13. According to the information and explanations given to us and based on ourexamination of the records of the company transactions with related parties are incompliance with sections 177 and 188 of Companies Act 2013 where applicable and thedetails have been disclosed in the standalone financial statements as required by theapplicable 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 and henceprovisions of Clause 3(xiv) of the aforesaid Order are not applicable to the Company.
15. According to the information and explanations given to us and based on ourexamination of the records of the company the company has not entered into any non-cashtransactions with directors or persons connected with him. Accordingly paragraph 3(xv) ofthe order is not applicable.
16. The company is required to be registered under section 45-IA of the Reserve Bank ofIndia Act 1934
ADDITIONAL AUDITORS' REPORT
The Board of Directors Upsurge Investment & Finance Ltd.
As required by the Non-Banking Financial Companies Auditors' Report (Reserve Bank)Directions 2016 issued by the Reserve Bank of India in terms of Sub-Section (1A) ofsection 45MA of the Reserve Bank of India Act 1934 (Act 2 of 1934) we report that:
a. The company is engaged in the business of non-banking financial institution and ithas obtained a Certificate of Registration (CoR) from the Bank.
b. The company is holding CoR issued by the bank and it is entitled to hold such CoR interms of its asset/income pattern as on 31st March 2021.
c. The Company is meeting the required Net Owned fund requirement by the RBI.
d. The Board of Directors has passed a resolution for non-acceptance of any publicdeposits.
e. The company has not accepted any public deposits during the current Financial Year.
f. The company has complied with the prudential norms relating to income recognitionaccounting standards asset classification and provisioning for bad and doubtful debts asapplicable to it in terms of Non-Banking Financial (Non-Deposit accepting or Holding)Companies Prudential Norms (Reserve Bank) Directions 2016.
| ||For M/s. Jain & Trivedi |
| ||Chartered Accountants FRN 113496W |
|UDIN: 21038317AAAABM3121 ||Satish Trivedi |
|Mumbai ||Partner |
|May 18 2021 ||M. No.: 038317 |