To the Members of Vaarad Ventures Limited
Report on the Audit of the Standalone Financial Statements Opinion
We have audited the standalone financial statements of Vaarad Ventures Limited ("theCompany") which comprise the standalone Balance Sheet as at 31st March2019 the standalone Statement of Profit and Loss standalone statement of changes inequity and standalone statement of Cash Flow for the year then ended and notes to thestandalone financial statements including a summary of significant accounting policiesand other explanatory information.
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 in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India of the state ofaffairs of the Company as at March 31 2019; and of its Profit and its Cash Flowsfor the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing specified undersection 143(10) of the Companies Act 2013. Our responsibilities under those Standards arefurther described in the Auditor's Responsibilities for the Audit of the StandaloneFinancial Statements section of our report. We are independent of the Company inaccordance 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.
Information other than the financial statements and auditors' report thereon
The Company's management and Board of Directors are responsible for the otherinformation. The other information comprises the information included in the Company'sannual report but does not include the standalone financial statements and our auditors'report thereon. Our opinion on the standalone financial statements does not cover theother information and 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 a 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 management and Board of Directors are responsible matters stated inSection 134(5) of the Companies Act 2013 ("the Act") with respect to thepreparation of these standalone financial statements that give a true and fair view ofthe financial position financial performance and cash flows of the Company in accordancewith the accounting principles generally accepted in India including the AccountingStandards specified under Section 133 of the Act.
This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the standalonefinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.
In preparing the standalone financial statements management and Board of Directors areresponsible for assessing the ability of company 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 are responsible for overseeing the financial reporting processof the company.
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 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 aggregatethey could reasonably be expected to influence the economic decisions of users taken onthe 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 with reference to financialstatements in place and the operating effectiveness 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 in preparation of standalone financial statements and based on the auditevidence obtained whether a material uncertainty exists related to events or conditionsthat may cast significant doubt on the appropriateness of this assumption. If we concludethat a material uncertainty exists we are required to draw attention in our auditors'report to the related disclosures in the standalone financial statements or if suchdisclosures are inadequate to modify our opinion. Our conclusions are based on the auditevidence obtained up to the date of our auditor's report. However future events orconditions may cause the Group (Company and subsidiaries) as well as associates to ceaseto continue as a going concern.
Evaluate the overall presentation structure and content of the standalonefinancial statements including the disclosures 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.
From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the standalone financial statementsof the current period and are therefore the key audit matters. We describe these mattersin our auditor's report unless law or regulation precludes public disclosure about thematter or when 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 the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section143 ofthe Act we give in the "Annexure A" a statement on the matters specified insaid 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 Standalone Balance Sheet and Standalone Statement of Profit & Loss and theStandalone Cash Flow Statement dealt with by this Report are in agreement with the booksof 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 2019 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2019 from being appointed as a director in terms ofSection 164(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" and
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 notes to the financial statements;
ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses;
iii. There has been no delays in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the Company.
For K. M. Tapuriah & Co
Firm Registration number: 314043E
CA Naveen Mohta
Membership Number: 048111
Mumbai 29th May 2019
Annexure "A" to the Independent Auditors' Report of even date to themembers of Vaarad Ventures Limited on the standalone financial statements for theyear ended 31st March 2019.
Based on the audit procedures performed for the purpose of reporting a true and fairview on the financial statements of the Company and taking into consideration theinformation and explanations given to us and the books of account and other recordsexamined by us in the normal course of audit we report that:
(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.
(b) The fixed assets have been physically verified by the management during the yearand no material discrepancies were noticed on such verification. In our opinion thefrequency of verification of the fixed assets is reasonable having regard to the size ofthe Company and the nature of its assets.
(c) According to the information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of freehold land are held inthe name of the Company.
(ii) The company's business does not involve inventories and accordingly therequirements under paragraph 3(ii) of the Order are not applicable to the Company.
(iii) The Company has granted unsecured loans to 6 parties covered in the registermaintained under Section 189 of the Act.
(a) In respect of the aforesaid loans the terms and conditions under which such loanswere granted are not prejudicial to the Company's interest.
(b) In respect of the aforesaid loans there is no stipulation of schedule of repaymentof principal.
(c) In respect of the aforesaid loans there is no amount which is overdue for morethan ninety days.
(iv) In our opinion and according to the information and explanation given to us thecompany has complied with the provisions of section 185 and 186 of the Act with respectto the loans investments guarantees and securities.
(v) The Company has not accepted any deposits within the meaning of Sections 73 to 76of the Act and the rules made thereunder. Accordingly the provisions of clause 3(v) ofthe Order are not applicable.
(vi) The Central Government has not specified maintenance of cost records undersub-section (1) of Section 148 of the Act in respect of Company's products/ services.
(vii) (a) According to the information and explanation given to us the Company isregular in depositing undisputed statutory dues including provident fund employees' stateinsurance income-tax goods & services tax duty of customs duty of excise cess andother material statutory dues as applicable with the appropriate authorities. Furtherno undisputed amounts payable in respect thereof were outstanding at the year-end for aperiod of more than six months from the date they become payable.
(b) According to the information and explanation given to us and the records of theCompany examined by us the dues outstanding of income-tax goods & services taxsales-tax service tax duty of customs duty of excise value added tax and cess whichhave not been deposited with the appropriate authorities on account of any dispute are asfollows:
|Name of the statute ||Nature of dues ||Amount (in Rs.) ||Period to which the amount relates ||Forum where dispute is pending |
|Sales Tax Act 1956 & MVAT 2002 ||Sales Tax (MVAT) ||Rs. 2869641 ||FY 2008-09 ||Appeal pending Deputy Commissioner of Sales Tax - Mumbai |
|Central Sales Tax 1956 || ||Rs. 1561192 ||FY 2008-09 || |
| ||Central Sales Tax || || || |
|Sales Tax Act 1956 & MVAT 2002 ||Sales Tax (MVAT) ||Rs. 4933992 ||FY 2009-10 ||Appeal pending Commissioner of Sales Tax - Mumbai |
|Central Sales Tax 1956 ||Central Sales Tax ||Rs. 15415 ||FY 2009-10 || |
|Sales Tax Act 1956 & MVAT 2002 ||Sales Tax (MVAT) ||Rs. 99286279 ||FY 2010-11 ||Appeal pending Deputy Commissioner of Sales Tax - Mumbai |
| || ||Rs. 1737 ||FY 2011-12 || |
|Central Excise Act 1944 ||Central Excise ||Rs. 5000000 ||FY 1998-1999 ||Bombay High Court |
|Sales Tax Act 1956 (Gujarat) / Gujarat Value Added Tax Act 2003 ||Sales Tax ||Rs.3057784/- ||FY 2009-10 ||The Deputy Commissioner of Sales tax - Appeal |
|Sales Tax Act 1956 (Gujarat) / Gujarat Value Added Tax Act 2003 ||Sales Tax ||Rs.2375921 ||FY 2010-11 ||The Deputy Commissioner of Sales tax - Appeal |
|The Income Tax Act 1961 ||Income tax ||Rs.2426000/- ||FY 2010-11 ||ITAT Mumbai |
Defaulted in repayment of loan or borrowing from any financial institution banksgovernment or debenture-holders during the year.
(ix) The Company did not raise any money by way of initial public offer or furtherpublic offer (including debt instruments) and term loans during the year. Accordinglyparagraph 3(ix) of the Order is not applicable.
(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reported duringthe course of our audit.
(xi) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has paid/provided for managerialremuneration in accordance with the requisite approvals mandated by the provision ofsection 197 read with Schedule V of 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 explanations given to us and based on ourexamination of the records of the Company transactions with related parties are incompliance with sections 177 and section 188 of the Act where applicable and details ofsuch transactions have been disclosed in the financial statements as required by theapplicable accounting standards.
(xiv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year.
(xv) 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 non- cashtransactions with directors or persons connected with him. Accordingly paragraph 3(xv) ofthe Order is not applicable.
(xvi) The Company has obtained registration under section 45-IA of the Reserve Bank ofIndia Act 1934.
For K. M. Tapuriah & Co
Firm Registration number: 314043E
CA Naveen Mohta
Membership Number: 048111
Mumbai 29th May 2019
Annexure -B to the Auditor's Report
Report on the Internal Financial Controls under Claused) of Sub- section 3 of section143 of the Companies Act 2013 ("the Act'')
We have audited the internal financial controls over the financial reporting of VaaradVentures Limited (''the Company'') as of 31st March 2019 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 and Board of Directors responsible for establishing andmaintaining internal financial controls with reference to consolidated financialstatements based on the internal control over financial reporting criteria established bythe Company considering the essential components of internal control stated in theGuidance Note on Audit of Internal Financial Controls over Financial Reporting issued bythe Institute of Chartered Accountants of India. These responsibilities include thedesign implementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe 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 our Guidance Note on Audit of Internal Financial Controls over Financial Reporting(the ''Guidance Note") and the Standards on Auditing issued by ICAI and deemed to beprescribed under section 143(10) of the Companies Act 2013 to the extent applicable toan audit of Internal Financial Controls both applicable to an audit of Internal FinancialControls and both issued by the Institute of Chartered Accountants of India. 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 includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exits and testing and evaluating the designand operating effectiveness of internal control based on the assed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatements 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 controls over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company;(2) provide reasonable assurance that thetransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditure of the company are being made only in accordance with authorisations ofmanagement and directors of the company; and (3) Provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of thecompany's assets that could have a material 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 not be detected. Alsoprojections of any evaluation of the internal financial controls over financial reportingto future periods are subject to the risk that the internal financial control overfinancial reporting may become inadequate because of changes in conditions or that thedegree 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 2019based 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.
For K. M. Tapuriah & Co
Firm Registration number: 314043E
CA Naveen Mohta
Membership Number: 048111
Mumbai 29th May 2019