To the Members of Wellesley Corporation Ltd
Report on The Ind AS Financial Statements
We have audited the accompanying Ind AS financial statements of Wellesley CorporationLimited ("the Company") which comprise the Balance Sheet as at March 31 2018the Statement of Profit and Loss (including Other Comprehensive Income) the Cash FlowStatement and the Statement of Changes in Equity for the year then ended and a summary ofsignificant 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 Ind AS financial statements that give a true and fair view of the state of affairs(financial position)profit or loss (financial performance including other comprehensiveincome) cash flows changes in equity of the Company in accordance with accountingprinciples generally accepted in India including the
Indian Accounting Standards (Ind AS) 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 financialcontrol that were operating effectively for ensuring the accuracy and completeness of theaccounting records relevant to the preparation and presentation of the Ind AS financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or .
Our responsibility is to express an opinion on these Ind AS financial statements basedon our audit.
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 and the Rules made thereunder.
We conducted our audit of the Ind AS financial statements in accordance with theStandards on Auditing specified under Section 143(10) of the Act. Those Standards requirethat we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the Ind AS financial statements are free from materialmisstatement. An audit involves performing procedures to obtain audit evidence about theamounts and disclosures in the financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of theInd AS financial statements whether due to fraud or error. In making those riskassessments the au -ditor considers internal financial control relevant to the Company'spreparation of the Ind AS financial statements that give a true and fair view in order todesign audit procedures that are appropriate in the circumstances. An audit also includesevaluating the appropriateness of accounting policies used and the reasonableness of theaccounting estimates made by the Company's Directors as well as evaluating the overallpresentation of the Ind AS financial statements. We believe that the audit evidence wehave obtained is sufficient and appropriate to provide a basis for our audit opinion onthe Ind AS financial statements.
I. In our opinion and to the best of our information and according to theexplanations given to us the Ind AS financial statements give the information required bythe Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India including the Ind AS of the state ofaffairs(financial position) of the Company as at March 31 2018 its profit (financialposition including other comprehensive income) its cash flows and the . changesinequityforthe year ended onthat date
II. Incoming auditor to audit comparative information for adjustments to transition toInd AS.
The comparative financial information of the Company for the year ended 31st March2017and the transition date opening balance sheet as at 01st April2016 included in theseInd.AS Financial Statements are based on the previously issued statutory financialstatements prepared in accordance with Companies (Accounting Standard) Rules2006 auditedby the predecessor auditor whose report for the year ended 31st March2017 and 31st March2016 dated 24th May2017 and 30th May2016 respectively expressed an unmodified opinion onthose standalone financial statements as adjusted for the differences in the accountingprinciples adopted by the Company on transition to the Ind AS which have been audited byus.
Our opinion is not modified in respect of these matters.
III. Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order 2016 ("the Order")as amended issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Act we give in the "Annexure A" a statement on the mattersspecified in paragraphs 3 and 4 of the Order.
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 Profitand Loss and the Cash Flow Statementand the statement of changes in equity dealt with by this Report are in agreement with thebooks of account
d) In our opinion the aforesaid IndASfinancialstatements comply with the AccountingStandards prescribed under section 133 of the Act. e) On the basis of writtenrepresentations received from the directors as on March 31 2018 taken on record by theBoard of Directors none of the directors is disqualified as on March 31 2018 from beingappointed as a director in terms of Section 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".
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:
a. The Company has disclosed the impact of pending litigations on its financialposition in its Ind AS financial statements if any.
b. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses. There were no amounts which wererequired to be transferred to the Investor Education and Protection Fund by the Company.
Annexure A" to the Independent Auditors' Report
Referred to in paragraph 9 of the Independent Auditors Report of even date to themembers of Wellesley Corporation Ltd on the financial statements as of and for theyear ended March 31 2018:
i. (a) The Company is maintaining 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 yearhave been noticed on such verification. In our opinion the frequency of verification isreasonable.
(c) The company does not have any immoveable property during the year.
ii. The company does not have any inventory and hence clauses of inventories are notapplicable.
iii. The Company has not granted any loans secured or unsecured to companies firmsother parties covered in the Register maintained under section 189 of the Act.Accordingly the provisions of clause 3 (iii) (a) to (c) of the Order are not applicableto the Company.
iv. In our opinion and according to the information and explanations given to us thecompany has not granted any loans investments guarantees and securities in respect ofwhich provision of section 185 and I86 of the Companies Act 2013 are applicable and hencenot commented upon.
v. The Company has not accepted any deposits from the public and hence the directivesissued by the Reserve Bank of India and the provisions of Sections 73 74 75& 76 ofthe Act and the Companies (Acceptance of Deposit) Rules 2015 with regard to the depositsaccepted from the public are not applicable.
vi. The company is not required to maintain cost records as specified by the CentralGovernment under sub-section (1) of section 148 of the Companies Act 2013.
vii. (a) According to information and explanations given to us and the records of theCompany examined by us in our opinion company is generally regular in depositingundisputed statutory dues in respect of Provident Fund Employee's State InsuranceService Tax cess and Income Tax and any other Statutory dues as applicable with theappropriate authorities. No such statutory dues 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 there are no dues ofincome tax sales tax service tax duty of customs duty of excise value added taxoutstanding on account of any dispute.
viii. In our opinion and according to the information and explanations given by themanagement the Company did not have any loans or borrowings from Financial InstitutionsBanks debentures during the year accordingly provisions of clause 3 (viii) of the orderare not applicable to the company.
ix. According to the records of the company examined by us and the information andexplanations given to us during the year no money were raised by way of initial publicoffer or further public offer (including debt instruments) or by way of term loans.
x. According to the audit procedures performed and the information and explanationsgiven to us by management no fraud noticed by the Company or any fraud on the company byits officers or employees during the year.
xi. According to the records of the company examined by us and the information andexplanations given to us managerial remuneration paid during the year is in accordancewith the provisions of section 197 read with schedule V to the Companies Act.
xii. In our opinion the Company is not a Nidhi Company. Therefore the provisions ofclause 3 (xii) of the Order are not applicable to the Company.
xiii. According to the information and explanations given to us by management alltransactions with the related parties are in compliance with section 177 and 188 ofCompanies Act 2013 where applicable and the details have been disclosed in the FinancialStatements etc. as required by the applicable accounting standards xiv. According to theinformation and explanations given to us by management the company has not made anypreferential allotment or private placement of shares or fully or partly convertibledebentures during the year under review. Accordingly the provisions of clause 3 (xiv) ofthe Order are not applicable to the Company.
xv. According to the audit procedures performed and the information and explanationsgiven to us by management the company has not entered into any non-cash transactions withdirectors or persons connected with him. Accordingly the provisions of clause 3 (xv) ofthe Order are not applicable to the Company.
xvi. The Company is not required to be registered under section 45-I of the ReserveBank of India Act1934
"Annexure B" to the Independent Auditor's Report of even date on theFinancial Statements of Wellesley Corporation Ltd
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act") i. We have audited the internalfinancial controls over financial reporting of Wellesley Corporation Ltd ("theCompany") as of March 31 2018 in conjunction with our audit of the financialstatements of the Company for the year ended on that date.
Management's Responsibility for Internal Financial Controls
ii. The Company's management is responsible for establishing and maintaining internalfinancial controls based on "the by the Company considering the essential componentsof internalcontroloverfinancial internal control stated in the Guidance Note on Audit ofInternal Financial Controls over Financial Reporting issued by the Institute of CharteredAccountants of India". 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 CompaniesAct 2013.
iii. 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 Auditingissued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act2013 to the extent applicable to an audit of internal financial controls both applicableto an audit of Internal Financial Controls and both issued by the Institute of CharteredAccountants of India. Those Standards and the Guidance Note require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether adequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.
iv. Our audit involves performing procedures to obtain audit evidence about theadequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgement including the assessment of therisks of material misstatement of the financial statements whether due to fraud or error.
v. 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
vi. A company's internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A company's internal financialcontrol overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail and dispositions of the assets of thecompany; (2) provide reasonable accurately andfairly reflect assurance that transactionsare recorded as necessary to permit preparation of financial statements in accordance withgenerally accepted accounting principles and that receipts and expenditures of thecompany are being made only in accordance with authorizations of management and directorsof the company; and (3) provide reasonable assurance regarding prevention or timelydetection of unauthorized acquisition use or disposition of the company's assets thatcould have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
vii. Because of the inherent limitationsofinternal including the possibility ofcontrolsover collusion or improper management override of controls material misstatementsdue to error or fraud may occur and not be detected. Also projections of any evaluationof the internal financial controls over financial reporting to future periods are subjectto the risk that the internal financial control over financial reporting may becomeinadequate because of changes in conditions or that the degree of compliance with thepolicies or procedures may deteriorate.
viii. 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 2018 based on"the internal control over financialreporting 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 M.K Jain & Co. |
| ||Chartered Accountants |
| ||Lalit Bhalla |
|Date : 30th May 2018 ||Partner |
|Place : New Delhi ||M No.FS521927 |
| ||Fr no: 009694N |