The Members of
CONTINENTAL SECURITIES LIMITED
JAIPUR
Opinion
We have audited the financial statements of Continental Securities Limited, which
comprise the Balance Sheet as at 31st March, 2023, and the Statement of Profit and Loss
including Other Comprehensive Income, Statement of Changes in Equity and Statement of Cash
Flows for the year then ended, and notes to the financial statements, including a summary
of significant accounting policies and other explanatory information (hereinafter referred
to as "Ind AS financial statements").
In our opinion and to the best of our information and according to the explanations
given to us, the aforesaid financial statement give the information required by the
Companies Act, 2013 ("Act") in the manner so required and give a true and fair
view in conformity with the accounting principles generally accepted in India, of the
state of affairs of the Company as at 31 March 2023, of its profit and other comprehensive
income, changes in equity and cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified
under Section 143(10) of the Act. Our responsibilities under those SAs are further
described in the Auditors Responsibilities for the Audit of the Financial Statements
section of our report. We are independent of the Company in accordance with the ethical
requirements that are relevant to our audit of the financial statements in terms of the
Code of Ethics issued by the Institute of Chartered Accountants of India and the relevant
provisions of the Act, and we have fulfilled our other ethical responsibilities in
accordance with these requirements. We believe that the audit evidence obtained by us is
sufficient and appropriate to provide a basis for our opinion on the financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the financial statements of the current period. These matters
were addressed in the context of our audit of the financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters
Information Other than the Financial Statements and Auditors Report Thereon
The Companys Board of Directors is responsible for the preparation of the other
information. The other information Comprises the information included in the Management
Discussion and Analysis, Boards Report including Annexures to Boards Report, Corporate
Governance and Shareholders Information, but does not include the financial statements
and our auditors report thereon. Our opinion on the financial statements does not cover
the other information and we do not express any form of assurance conclusion thereon. In
connection with our audit of the financial statements, our responsibility is to read the
other information and, in doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge obtained during the course of
our audit or otherwise appears to be materially misstated. We have been provided the
aforesaid reports and based on the work we have performed, we did not observe any material
misstatement of this other information and accordingly, we have nothing to report in this
regard.
Managements Responsibility for the Financial Statements
The Companys Board of Directors is responsible for the matters stated in section
134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of
these financial statements that give a true and fair view of the financial position and
financial performance including other comprehensive income, changes in equity and cash
flows of the Company in accordance with the accounting principles
? x*—^ J
generally accepted in India, including the accounting standards (Ind-AS) specified
under section 133 of the Act read with relevant rules issued thereunder.
This responsibility also includes maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding of the assets of the Company
and for preventing and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making judgments and estimates that are
reasonable and prudent; and design, implementation and maintenance of adequate internal
financial controls, that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and presentation of
the financial statement that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the
Companys ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless management
either intends to liquidate the Company or to cease operations, or has no realistic
alternative but to do so.
The Board of Directors is also responsible for overseeing the Companys financial
reporting process. Auditors Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the Statement as a
whole is free from material misstatement, whether due to fraud or error, and to issue an
auditors report that includes our opinion. Reasonable assurance is a high level of
assurance but is not a guarantee that an audit conducted In accordance with SAs will
always detect a material misstatement when it exists. Misstatements can arise from fraud
or error and are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of
the Statement.
As part of an audit in accordance with SAs, we exercise professional judgment and
maintain professional skepticism throughout the audit, We also;
1.identify and assess the risks of material misstatement of the Financial Results,
whether due to fraud or error, design and perform audit procedures responsive to those
risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for
our opinion. The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.
2. Obtain an understanding of internal control relevant to the audit in order to design
audit procedures that are appropriate in the circumstances. Under Section 143(3){i) of the
Act, we are also responsible for expressing our opinion on whether the company has
adequate internal financial controls with reference to financial statements in place and
the operating effectiveness of such controls.
3. Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates made by the Management and the Board of Directors.
4. Conclude on the appropriateness of the Management and the Board of Directors, use of
the going concern basis of accounting and, based on the audit evidence obtained, whether a
material uncertainty exists related to events or conditions that may cast significant
doubt on the Companys ability to continue as a going concern, if we conclude that a
material uncertainty exists, we are required to draw attention in our auditors report to
the related disclosures in the financial results or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based on the audit evidence obtained up to the
date of our auditors report.
5. However, future events or conditions may cause the Company to cease to continue as a
going concern.
6. Evaluate the overall presentation, structure and content of the Financial Results,
including the disclosures, and whether the Financial Results represent the underlying
transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during our audit.
We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during our audit.
Report on Other Legal and Regulatory Requirements
As required by the Companies (Auditors Report) Order, 2016 ("the Order"),
issued by the Central Government of India in terms of sub-section (11) of section 143 of
the
Companies Act, 2013, we give in the "Annexure A", a statement on the matters
specified in paragraphs 3 and 4 of the Order, to the extent applicable.
As required by Section 143(3) of the Act, we report that:
1. We have sought and obtained all the information and explanations which to the best
of our knowledge and belief were necessary for the purposes of our audit.
2. In our opinion, proper books of account as required by law have been kept by the
Company so far as it appears from our examination of those books.
3. The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement
dealt with by this Report are in agreement with the books of account.
4. In our opinion, the aforesaid financial statements comply with the Accounting
Standards specified under Section 133 of the Act, read with Rule 7 of the Companies
(Accounts) Rules, 2014.
5. On the basis of the written representations received from the directors as on 31st
March, 2023 taken on record by the Board of Directors, none of the directors is
disqualified as on 31st March, 2023 from being appointed as a director in terms of Section
164 (2) of the Act.
6. With respect to the adequacy of the internal financial controls over financial
reporting of the Company and the operating effectiveness of such controls, refer to our
separate Report.
"Annexure B"
With respect to the other matters to be included in the Auditors Report in accordance
with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and 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 financial
position.
ii. The Company did not have any long-term contracts including derivative contracts for
which there were any material foreseeable losses.
iii. There were no amounts which were required to be transferred to the Investor
Education and Protection Fund by the Company.
For:-R.P. Khandelwal & Associates Chartered Accountants FRN No:001795C
| Date: 29/05/2023 |
Sd/- |
| Place:Jaipur |
(R.P. Khandelwal) Partner |
|
Membership No: 071002 |
|
UDIN:23071002BGYTZT5587 |
Annexure "A"
The Annexure referred to in paragraph 1 of Our Report on "Other Legal and
Regulatory Requirements". We report that:
1. In respect of Companys Fixed Assets :
A. The company has maintained proper records showing full particulars, including
quantitative details and situation of its fixed assets.
B. As explained to us, fixed assets have been physically verified by the management at
reasonable intervals; no material discrepancies were noticed on such verification.
C. The title deeds of immovable properties are held in the name of the company.
2. In respect of loans, secured or unsecured granted by the company to companies ,
Firms or other parties in the register maintained under section 189 of the companies Act.
A. According to the information and explanations given to us, the company has not
granted any loan to the parties listed in the register maintained under section 189 of
theAct,
B. The company has also given advances in the nature of loans of its employees which
are recovered regularly together with interest if applicable as per company policy.
3. In respect of loans, investments, guarantees, and security, provisions of section
185 and 186 of the Companies Act, 2013 have been complied with and the investment in
shares has been taken at cost, their valuation can vary from time to time depending on
stock market.
4. The company has not accepted any deposits from the public covered under sections 73
to 76 of the Companies Act, 2013.
5. As per information & explanation given by the management, maintenance of cost
Records has not been specified by the Central Government under sub-section (1) of Section
148 of the Companies Act, 2013.
6. According to the records of the company, undisputed statutory dues including
Provident Fund, Investor Education and Protection Fund, Employees State Insurance, Income-
tax, Goods and Services Tax and any other statutory dues to the extent applicable, have
generally been regularly deposited with the appropriate authorities. According to the
information and explanations given to us there were no outstanding statutory dues as on
31st of March, 2023 for a period of more than six months from the date they became
payable.
According to the information and explanations given to us, there is no amount payablein
respect of income Tax, Goods and Services Tax, whichever applicable, which have not been
deposited on account of any disputes.
7. In our opinion and according to the information and explanations given by the
Management, we are of the opinion that, the Company has not defaulted in repayment of dues
to a financial institution, bank, Government or debenture holders, as applicable to the
company.
8. Based on our audit procedures and according to the information given by the
Management, the company has raised money by way of preferential issue of shares (Equity
shares) during the year.
9. According to the information and explanations given to us, we report that no fraud
by the company or any fraud on the Company by its officers or employees has been Noticed
or reported during the year.
10. Remuneration has been paid in accordance with the requisite approvals mandated by
the provisions of section 197 read with Schedule V to the Companies Act.
11. The company is not a Nidhi Company. Therefore clause xii) of the order is not
Applicable to the company.
12. According to the information and explanations given to us, all transactions with
the related parties are in compliance with sections 177 and 188 of Companies Act, 2013
where applicable and the details have been disclosed in the Financial Statements etc. as
required by the applicable accounting standards.
13. Company has not entered into non-cash transactions with directors or persons
Connected with him and hence provisions of section 192 of the Act are not applicable.
14. The company is required to be registered under section 45-IA of the Reserve Bank of
India Act, 1934 and the registration has been obtained.
For:-R.P. Khandelwal & Associates Chartered Accountants FRN No:
001795C
|
Sd/- |
|
(R.P. Khandelwal) Partner |
| Date: 29/05/2023 |
Membership No: 071002 |
| Place:Jaipur |
_ UDIN:23071002BGYTZT5587 |
Annexure"B"
Report on Internal Financial Controls Over Financial Reporting
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section
143 of the Companies Act, 2013 ("the Act")
We have audited the internal financial controls over financial reporting of CONTINENTAL
SECURITIES LIMITED ("the Company") as of March 31, 2023 in conjunction with our
audit of the 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 internal
Financial controls based on the internal control over financial reporting criteria
established by the Company considering the essential components of internal control stated
in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting
issued by the Institute of Chartered Accountants of India. These responsibilities include
the design, implementation and maintenance of adequate internal financial controls that
were operating effectively for ensuring the orderly and efficient conduct of its business,
including adherence to companys policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of the accounting
records, and the timely preparation of reliable financial information, as required under
the Companies Act, 2013.
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial
controls over financial reporting based on our audit. We conducted our audit in accordance
with the 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 be prescribed under section 143(10) of the Companies Act, 2013, to the extent
applicable to an audit of internal financial controls, both applicable to an audit of
Internal Financial 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 and plan and perform the audit to obtain reasonable assurance about whether
adequate internal financial controls over financial reporting was established and
maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of
the internal financial controls system over financial reporting and their operating
effectiveness. Our audit of internal financial controls over financial reporting included
obtaining an understanding of internal financial controls over financial reporting,
assessing the risk that a material weakness exists, and testing and evaluating the design
and operating effectiveness of internal control based on the assessed risk. The procedures
selected depend on the auditors judgement, including the assessment of the risks of
material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to
Provide a basis for our audit opinion on the Companys internal financial controls system
over financial reporting. Meaning of Internal Financial Controls over Financial Reporting.
A companys internal financial control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting.
1. Pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the company;
2. Provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
Accounting principles, and that receipts and expenditures of the company are being Made
only in accordance with authorizations of management and directors of the Company; and
3. Provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the companys assets that could have a
material effect on the financial statements.
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A companys internal financial control over financial
reporting includes those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Inherent limitations of internal financial controls over financial reporting, including
the possibility of collusion or improper management override of controls, material
misstatements due to error or fraud may occur and not be detected. Also, projections of
any evaluation of the internal financial controls over financial reporting to future
periods are subject to the risk that the internal financial control over financial
reporting may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, on the achievement of the objectives of the control criteria, the
Company has maintained, in all material respects, adequate internal financial controls
over financial reporting and such internal financial controls over financial reporting
were operating effectively as at March 31, 2023, based on the internal control over
financial reporting criteria established by the Company considering the essential
components of internal control stated in the Guidance Note. We have considered the
material weaknesses identified and reported above in determining the nature, timing, and
extent of audit tests applied in our audit of the March 31, 2023 financial statements of
the Company, and these material weaknesses does not affect our opinion on the financial
statements of the Company.
For:-R.P. Khandelwal & Associates
Chartered Accountants
FRN No:001795C
|
Sd/- |
|
(R.P. Khandelwal) Partner |
| Date:29/05/2023 |
|
|
Membership No: 071002 |
| PlaceJaipur |
|
|
UDIN:23071002BGYTZT5587 |
AUDITORS ADDITIONAL REPORT
To,
Board of Directors,
Continental Securities Limited Jaipur
REPORT ON COMPLIANCE WITH THE NON-BANKING FINANCIAL COMPANIES AUDITORS REPORT (RESERVE
BANK) DIRECTIONS, 2008.
Pursuant to the Non-Banking Financial Companies Auditors Report (Reserve Bank)
Directions, 2008 (the "Directions"). We have examined the matters specified in
the Directions in respect of Continental Securities Limited (the "Company") for
the year ended March 31, 2023.
MANAGEMENTS RESPONSIBILITY
The Management is responsible for the design and implementation of the internal
Procedures, systems, processes and controls to ensure compliance with the Directions on an
ongoing basis. This responsibility also includes reporting non-compliances, if any, to the
Reserve Bank of India, Board of the Company and its Audit Committee.
AUDITORS RESPONSIBILITY
Our responsibility is to report on the matters specified in the Directions based on our
audit. We conducted our audit in accordance with the Standards on Auditing issued by the
Institute of Chartered Accountants of India (ICAI).Those Standards require that we comply
with ethical requirements and plan and perform the audit to obtain reasonable assurance
about whether there are any identified noncompliances. An audit involves performing
procedures to obtain audit evidence about the compliance with the Directions. The
procedures selected depend on the Auditors Judgment, including the assessment of the
risks of material misstatement of the information and records, whether due to fraud or
error .In making those risk assessments, the Auditor considers internal controls relevant
to the Companys compliance with the Directions in order to design audit procedures that
are appropriate in the circumstances. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our certificate. We conducted our
examination in accordance with the Guidance Note on Special Purpose Audit Reports and
Certificates issued by the Institute of Chartered Accountants of India.
CONCLUSION
Based on our examination of the books and records of the Company as produced for our
examination and the information and explanations given to us we further report that:
1. The Company is engaged in the Business of non-banking financial institution and has
obtained a Certificate Of Registration (COR) No. 10.00022 dated march, 3 , 1998 from them
Reserve Bank Of India ("the Bank") Department of Non-Banking Supervision, Jaipur
Regional Office.
2. The Company is entitled to continue to hold such COR in terms of its asset/income
pattern as on 31st March, 2023.
3. The Company during the year is not an Asset Finance Company (AFC) as defined in Non-
Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions 1998.
4. The Company during the year is not a Non-Banking Financial Company - MicroFinance
Institutions (NBFC- MFI) as defined in Non-Banking Financial Company Micro Finance
Institutions (Reserve Bank) Direction, 2011 dated December 02, 2011 (MFIDirections).
5. The Board of Directors has passed a resolution for non-acceptance of public
deposits.
6. The Company has not accepted any public deposits during the year ended 31st March,
2023.
7. The Company has complied with the prudential norms relating to income recognition ,
accounting standards, asset classification and provisioning for bad and doubtful debts as
applicable to it in terms of Non Systematically Important Non-Banking
Financial(Non-Deposit Accepting or Holding) Companies Prudential Norms(Reserve
Bank)Directions,2015.
8. The annual statement of Capital funds, risk assets/exposures and risk asset ratio
DNBS02 and DNBS10 and DNBS13 has been furnished to the Reserve Bank of India within the
stipulated period based on the Audited books of account. The Company had correctly arrived
at and disclosed the capital adequacy ratio, based on the Audited books of account, in the
return submitted to the Reserve Bank OF India in Form and such ratio is in compliance with
the minimum CRAR prescribed by the Bank.
RESTRICTION ON USE
This report is issued pursuant to our obligations under Non-Banking Financial Companies
Auditors Report (Reserve Bank) Directions, 2008 to Reserve Bank of India and should not
be used by any other person or for any other purpose. R.P. Khandelwal & Assoicates
neither accepts nor assumes any duty or liability for any other purpose or to any other
party to whom our report is shown or into whose hands it may come without our prior
consent in written.
For:-R.P. Khandelwal & Associates Chartered Accountants FRN No:001795C
|
Sd/- |
| Date:29/05/2023 |
(R.P. Khandelwal) Partner |
Membership No: 071002 |
| Place:Jaipur |
| UDIN:23071002BGYTZT5587 |
ANNEXURE TO THE AUDITORS REPORT
[Referred to in our report of even date to the Member of Continental Securities Ltd]:
1. (A).The Company is in the process of compiling fixed assets records to show full
Particulars, including quantitative details and situation of fixed assets.
(B) We were informed that all major items of fixed assets were physically verified by
the management at the end of the year and that no discrepancy was notified on such
verification, which on account of proper records being still under compilation, could not
be verified.
2. The Company has not granted any loans, secured or unsecured to companies, firms or
other parties covered in the register maintained under section 189 of the Companies Act,
2013. Accordingly the clause 3(iii) (a) and 3 (iii) (b) of the Order are not applicable to
the Company.
3. In our opinion and according to information and explanation given to us; there is
adequate internal control system commensurate with the size of the Company and the nature
of its business, fixed assets and with regard to loans given. Further on the basis of our
examination of books and records of the Company, and according to the information and
explanations given to us, we have not observed any continuing failure to correct major
weaknesses in the aforesaid internal control system.
4. According to information and explanation given to us, the central government has Not
prescribed maintenance of cost records under section (1) one of section 148 of the
companys act, 2013.
(a) According to the information and explanation given to us, the company has no
disputed outstanding statutory dues as at 31st march, 2023.
(b) (B)According to the information and explanation given to us, the amounts which were
reacquired to be transferred to the investor Education and Protection fund and Accordance
with the relevant provision of the companys Act, 2013 and rules there under has been
transferred to such funds within time.
5. The company does not have any accumulated losses at the end of the financial Year
and has not incurred cash losses during the financial year end in the immediately
preceding financial year.
6. According to the information and explanation given to us, the Company has not
defaulted in the repayments of dues to financial institution, bank or debenture holder
during the year.
7. According to the information and explanation given to us, the Company has not given
any guarantee for loans taken by others from bank or financial intuitions during the year.
8. According to the information and explanation given to us, the Company has applied
term loans for the purpose for which the loans were obtained.
9. According to the information and explanation given to us, no fraud on or by the
Company has been
noticed or reported during the year review. „ „ „ . .
For:-R.P. Khandelwal & Associates
Chartered Accountants
FRN No:001795C
|
Sd/- |
| Date:29/05/2023 |
(R.P. Khandelwal) Partner |
| Placedaipur |
Membership No: 071002 |
|
UDIN:23071002BGYTZT5587 |
+91-9892691696
