TO THE MEMBERS OF WHITEHALL COMMERCIAL COMPANY LIMITED
We have audited the accompanying Ind AS Financial Statements of WHITEHALL COMMERCIALCOMPANY LIMITED ("the Company") which comprise the Balance Sheet as at 31stMarch 2018 the Statement of Profit and Loss (including Other Comprehensive Income) theStatement of Cash Flow and the Statement of Changes in Equity for the year then ended anda summary of the significant accounting policies and other explanatory' information[ifl-which are-inoorporated- the Returns-for the year ended on that date-audited bythe-branch auditor of the Company's branches at (location of the branches)].
Management's Responsibility for the Financial Statements
The Companys Board of Directors is responsible for the matters stated in Section134(5) of the Companies Act 2013 ("the Act") with respect to thepreparation of these financial statements that give a true and fair view of the financialposition financial performance including Other Comprehensive Income the Statement ofChanges in Equity and Cash Flows of the Company in accordance with the accountingprinciples generally accepted in India including the Indian Accounting Standards (Ind AS)specified under Section 133 of the Act. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions 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 material misstatement whether due to fraud or error.
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 arc required to be included in the audit report under theprovisions of the Act and 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 ethicalrequirements 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 theauditors judgment including the assessment of the risks of material misstatement ofthe financial statements whether due to fraud or error. In making those risk assessmentsthe auditor considers internal financial control relevant to the Company's preparation ofthe financial statements that give a true and fair view in order to design auditprocedures that are appropriate in the circumstances. An audit also includes evaluatingthe appropriateness of the 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 we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Ind AS financial statements.
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid 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 of the Company as at 31st March 2018 and its prefit/loss totalcomprehensive income and its cash flows and changes in equity for the year ended on thatdate.
Report on Other Legal and Regulatory Requirements
1. As required by Companies (Auditors Report) Order 2016 (the order) issued byCentral
Government of India in terms of sub section (11) of the Section 143 of the CompaniesAct
2013 we give in Annexure a statement on the matters specified in paragraph 3 & 4 ofthe
Order to the extent possible. (Annexure 1)
2. As required by Section 143 (3) of the Act we report that:
a) We have sought and obtained all the information and explanation which is to the bestof our knowledge and beliefs 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 [and-proper returnsadequate for the purposes-of our audit have been received from the branches not-visitedby-us]
c) [The reports on the -accounts-of-the branch-offices of the Company audited-underSection 143 (8) of the Act by brand*-auditors have been sent to us-and-have been properlydealt with-by us in preparing this report:)
d) The Balance Sheet the Statement of Profit and Loss including Other ComprehensiveIncome and the Statement of Cash Flow and the Statement of Changes in Equity dealt with bythis Report are in agreement with the books of account [and- with-the returns received-from the -branches not-visited by-us].
e) 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 2016.
f) Observations or comments on financial transactions or matters which have an adverseeffect on the functioning of the Company-No observation or comment.
g) On the basis of the written representations received from the directors as on 31stMarch 2018 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 2018 from being appointed as a director in termsof Section 164 (2) of the Act
h) We do not have any qualification reservation or adverse remark relating to themaintenance of the accounts & other matters connected there with.
i) The company has adequate internal financial controls system in place and theoperating effectiveness of such controls is satisfactory We give in annexure a report onthe same. (Annexure 2)
j) With respect to the other matters to be included in the Auditors 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 docs 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.
ANNEXURE TO INDEPENDENT AUDITORS REPORT
As per Companies (Auditors Report) Order 2016 dt. 29th\farch 2016.Referred to in Paragraph 1 under the heading of "Report on other legal ®ulatory requirements" of our report of even date.
Re; -Whitehall Commercial Company Limited For the F.Y. 2017-18
1. Fixed assets -
The Company has maintained proper record showing full particulars includingquantitative details and situation of fixed assets.
The management at the end of the year has physically verified the fixed assetsand we have been informed that no material discrepancies were noticed on such verificationas compared to book records.
The title deeds of immovable properties as disclosed in Ind AS financialstatements are held in the name of the Company.
2. Inventory -
The company does not have any stock of inventory and hence the question offrequency of verification does not arise.
The company does not have any stock of inventory hence the question of propermaintenance of records does not arise.
3 Loans granted -
Company has not granted any secured or unsecured loans to Companies firms LimitedLiability partnerships or other parties listed in the register maintained u/s 189 ofCompanies Act 2013. Hence our comments on following matters are not attracted -
Whether the terms and conditions of the grant of such loans are not prejudicialto the companys interest;
Whether the schedule of repayment of principal and payment of interest has beenstipulated and
Whether the repayments or receipts are regular;
In case the amount is overdue the total amount overdue for more than ninetydays and
Whether reasonable steps have been taken by the company for recovery of theprincipal and interest.
4 Loans Investment Guarantees & Security -
Company has not granted any loans or given guarantees - directly or indirectly -to Directors or any other person in whom Directors are interested in contravention ofSection 185 of Companies Act 2013.
Company has not granted any loan or given guarantee or made investment orprovided security in contravention of Section 186 of Companies Act 2013
5. Deposits -
The Company has not accepted any deposits. Hence our comments on compliance ofthe directives of Reserve Bank of India provisions of Scc.73 to 76 or any other relevantprovisions of the Companies Act 2013 & the rules framed there under are not required.
The nature of contravention - not applicable.
No order has been passed by Company Law Board or National Company Law Tribunalor Reserve Bank oi India or any court or any other Tribunal requiring any compliance.
6. Cost records-
The Company is not required to maintain cost records pursuant to Section 148(1) of theCompanies Act 2013.
7. Statuary dues -
According to the information & explanations given to us. Company isregular in depositing undisputed statutory dues including Professional Tax Income-taxService Tax Goods & Service Tax (GST) and Cess and any other statutory dues withappropriate authority for year ended 31st March 2018.
No such undisputed dues were outstanding as at the last day of financial yearfor a period of more than six months from due date.
No such dues of Income-tax Sales-tax Service Tax Custom Duty Excise Dutyand VAT Goods & Service Tax (GST) were outstanding on account of any dispute pendingwith any forum.
8. Defaults in repayment-
Based on the records examined by us and according to the information andexplanations given to us the Company has not defaulted in repayment of dues to anyfinancial institution or bank or Government or debenture holders as at the Balance Sheetdate. Hence it is not necessary to report the period & amount of such default.
9 Utilization of funds
The Company has not raised funds by way of IPO or any Public offer (includingDebt instrument).
Based on the records examined by us and according to the information andexplanations given to us during the year term loans were applied for the purpose forwhich the loans were obtained.
10. Fraud -
No fraud by the company or on the Company by its officers or employees has beennoticed or reported during the year. Hence our comments on the nature of fraud and theamount involved are not required.
11 Managerial remueration -
The managerial remuneration has not been paid or provided during the year. Henceour comments regarding requisite approvals mandated by the provisions of section 197 readwith Schedule V to the Companies Act 2013 are not required.
12. Nidhi Company -
The Company is not a Nidhi Company & hence our comments related to NidhiCompany are not attracted.
13. Related party transactions -
All transactions with the related parties are in compliance with sections 177and 188 of Companies Act 2013 and where applicable for all the transactions with relatedparties and the details of related party' transactions have been disclosed in the Ind ASfinancial statements as required by applicable Indian Accounting Standards.
14. Preferential allotments & private placements
The company has not made any private placement or preferential allotment ofshares or fully or partly convertible debentures during the year under review
Our comments on compliance with the provisions of section 42 of Companies Act2013 are not attracted.
Our comments on the application of amount raised are not attracted.
15. Non-cash transactions with Directors -
The company has not entered into any non-cash transactions with directors orpersons connected with him.
Our comments on compliance with the provisions of section 192 of Companies Act2013 are not attracted.
16. Registration with RBI -
Company is not required to be registered under section 45-IA of the Reserve Bankof India Act 1934 and hence the registration has not been obtained.
ANNEXURE TO THE INDEPENDENT AUDITORS REPORT of Even Date on the standalone Ind ASFinancial Statements of WHITEHALL COMMERCIAL COMPANY LIMITED
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 WhitehallCommercial Company Limited as of March 31 2018 in conjunction with our audit of the IndAS financial statements of the Company for the year ended on that date.
Managements Responsibility for Internal Financial Controls
The Companys 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 companys 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 issued by 1CA1 and deemedto be prescribed under section 143(10) of the Companies Act. 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls 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 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 auditors judgement including the assessment of the risks of materialmisstatement of the standalone Ind AS 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 Companys internal financial controlssystem over financial reporting.
Meaning of Interna) Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financial reportingand the preparation of Ind AS financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of Ind ASfinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance withauthorisations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorised acquisition use ordisposition of the companys assets that could have a material effect on the Ind ASfinancial 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 2018 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls over Financial Reporting issued by the Institute of CharteredAccountants of India.