To
The Members of Indo Thai Securities Limited (CIN No.
L67120MP1995PLC008959)
Opinion
We have audited the standalone Ind AS financial statements of Indo Thai
Securities Limited ("the Company"), which comprise the Balance Sheet as at March
31, 2022, the Statement of Profit and Loss (including other comprehensive income),
Statement of Changes in Equity and Statement of Cash Flows for the year ended and a
summary of significant ^ accounting policies and other explanatory information
(hereinafter referred to as "the financial statements").
ln our opinion and to the best of our information and according to the
explanations given to us, the aforesaid financial statements give the information required
by the Companies Act, 2013 (the "Act") in the manner so required and give a true
and fair view in conformity with Indian Accounting Standards prescribed under section 133
of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended
("Ind AS") and other accounting principles generally accepted in India, of the
state of affairs of the Company as at March 31,2022, profit, total comprehensive income,
changes in equity and cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements in
accordance with the Standards on Auditing (SAs) specified under section 143(10) of the
Companies Act, 2013. Our responsibilities under those Standards 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 Code of Ethics issued by
the Institute of Chartered Accountants of India ("ICAI") together with the
ethical requirements that are relevant to our audit of the financial statements under the
provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We
believe that the audit evidence we have obtained 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. There is no key audit matter to be communicated in our report.
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.
ln 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 in the audit, or otherwise appears to be materially misstated.
lf, based on the work we have performed on the other information
obtained prior to the date of this auditors report, we conclude that there is a material
misstatement of this other information, we are required to report that fact. We have
nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for
the Financial Statements
The Companys Board of Directors is responsible for the matters stated
in section 134(5) of the Act with respect to the 1 preparation of these
financial statements that give a true and fair view of the financial position, financial
performance, total comprehensive income, changes in equity and cash flows of the Company
in accordance with the Ind AS and other accounting principles generally accepted in India.
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 i 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
statements that give a true and fair view and are free from material misstatement, whether
due to fraud or error.
ln preparing the financial statements, the 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 the management either intends to liquidate the Company or to cease
operations or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the
Companys financial reporting process.
Auditors Responsibilities for the Audit of the Standalone Financial
Statements
Our objectives are to obtain reasonable assurance about whether the
financial statements as a whole are 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 these financial statements.
As part of an audit in accordance with SAs, we exercise professional
judgement and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial
statements, 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.
Obtain an understanding of internal financial controls 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 system in place and the
operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the
reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of managements 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
ability of the Company 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 standalone financial statements 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. However, future events or conditions may
cause the Company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the
financial statements, including the disclosures, and whether the financial statements
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 also provide those charged with governance with a statement that we
have complied with relevant ethical requirements regarding independence, and to
communicate with them all relationships and other matters that may reasonably be thought
to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we
determine those matters that were of most 9 significance in the audit of the standalone
financial statements of the current period and are therefore the key audit matters. We
describe these matters in our auditors report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a
matter should not be communicated in our report because the adverse consequences of doing
so would reasonably be expected to outweigh the public interest benefits of such
communication.
Report on Other Legal and Regulatory Requirements
i. As required by the Companies (Auditors Report) Order, 2020
("the Order") issued by the Central Government in terms of Section 143(11) of
the Act, we give in "Annexure A" a statement on the matters specified in
paragraphs 3 and 4 of the Order.
ii. 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 best of our knowledge and belief were necessary for the purposes of our audit
of the financial statements.
b. ln our opinion, proper books of accounts as required by law have
been kept by the Company so far as it appears from our examination of those books.
c. The Balance Sheet, the Statement of Profit and Loss (including Other
Comprehensive Income), the Statement of changes in Equity and the Statement of Cash Flows
dealt with by this Report are in agreement with the books of accounts maintained for the
purpose or preparation of the financial statements.
d. ln our opinion, the aforesaid financial statements comply with the
Ind AS 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 March 31,2022 taken on record by the Board of Directors, none of the
directors is disqualified as on March 31, 2022 from being appointed as a director i n
terms of Section 164(2) of the Act.
f. 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 in "Annexure-B".
g. 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 has no pending litigations on its financial position in
its Standalone Financial Statements;
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.
h. I. The management has represented that, to the best of its knowledge
and belief, other than as disclosed in the noted of the accounts, no funds have been
advanced or loans or invested (either from borrowed funds or share premium or any other
sources or kind of funds) by the company to or in any other person(s) or entities,
including foreign entities ("Intermediaries"), with the understanding, whether
recorded in writing or otherwise, that the intermediary shall, whether, directly or
indirectly lend or invest in other persons or entities identified in any manner whatsoever
by or on behalf of the company (Ultimate Beneficiaries) or provide any guarantee, security
or the like on behalf of ultimate beneficiaries;
II. The management has represented that, to the best of its knowledge
and belief, no funds have been received by the company from any person(s) or entities,
including foreign entities ("Funding Parties"), with the understanding whether
recorded in writing or otherwise, that the Company shall, whether directly or indirectly
lend or invest in other persons or entities identified in any manner by or on behalf of
the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security
or the like on behalf of ultimate beneficiaries; and
III. Based on audit procedures as considered reasonable and appropriate
in the circumstances, nothing has come to our notice that has caused us to believe that
the representations under sub-clause (I) and (II) contain any material misstatement.
i. The dividend declared and paid during the year by the Company is in
compliance of section 123 of the Act.
j. With respect to the matter to be included in the Auditors Report
under section 197(16) of the Act, as amended:
In our opinion and according to the information and explanations given
to us, the remuneration paid by the Company to its managing director during the year is in
accordance with the provisions of section 197 of the Act.
For SPARK & Associates Chartered Accountants LLP
Chartered Accountants
Firm Reg No. 005313C / C400311
CA Chandresh Singhvi
Partner
Membership No. 436593
UDlN: 22436593AJEYLG1123
Place: Indore
Date: 18th May, 2022
Annexure A to the Independent Auditors Report of even date on the
Standalone financial Statements of Indo Thai Securities Limited
The annexure referred to the Independent Auditors Report to the
members of the company on the standalone financial statements for the year ended March
31,2022, we report that:
I a) i. The said Company has generally maintained proper records
showing full particulars, including quantitative details and situation of Property, Plant
and Equipment.
ii. The company generally maintained proper records showing full
particulars of intangible assets. 4
b) The Property, Plant and Equipment referred to in Note no. 11 of
financial statements have been physically verified by the management at reasonable
intervals (covering all the assets in a period of three years), which in our opinion is
reasonable, having regard to the size of the said Company and nature of its assets. As
informed to us, no material discrepancy was noticed on such physical verification.
c) According to the information and explanation given to us and on the
basis of our examination of the records of the company, the title deeds of immovable
properties are held in the name of the company.
d) According to the information and explanations given to us, the said
company has not revalued its Property, Plant and Equipment (including Right of Use assets)
or intangible assets or both during the year.
e) There are no proceedings initiated or pending against the company
for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45
of 1988) and rules made thereunder as details provided by management.
II. a) As explained to us the stock of shares during the year was in
demat form and management has verified the same from the demat account statement. In our
opinion, the frequency of verification is reasonable. The company is maintaining proper
records of inventory and no discrepancies were noticed on verification between electronic
records and book records.
b) As explained to us, and information provided to us. During any point
of time of the year, company has not been sanctioned working capital limits in excess of 5
crore rupees, in aggregate, from banks or financial institution on the basis of security
of current asset.
III. According to the information and explanations given to us, the
company has not made investment in, provided any guarantee or security or granted any loan
or advances in the nature of loans, secured or unsecured, to companies, firms, Limited
Liability Partnerships or any other parties, accordingly this clause is not applicable to
the said Company.
IV. In our opinion and according to the information and explanation
given to us, the Company has complied with the provisions of section 185 & 186 of the
Companies Act, 2013 with respect to the loans made.
V. The Company has not accepted any deposits from the public as
governed by the provision of section 73 to 76 or any other relevant provision of the
Companies Act, 2013 and rules framed their under.
VI. The Central Government has not prescribed the maintenance of cost
record under section 148(1) of the Act, for any of the services rendered by the company.
Accordingly reporting under this clause is not applicable.
VII. a) According to the information and explanations given to us and
on the basis of our examination of records of the company, it is regular in depositing
undisputed statutory dues including Goods and Services Tax, Provident fund, Employees
state insurance, Income tax, Sales tax, Duty of customs, Duty of Excise, Value added tax,
Cess and any other statutory dues to the appropriate authorities. According the
Information and explanation given to us there were no outstanding statutory dues as on 31st
March, 2022, for a period of more than six months from the date they became payable.
b) According to the information and explanations given to us, there are
no dues of GST, Provident fund, Employees State Insurance, Income-tax, Sales tax, Service
tax, Duty of Customs, Value added tax, Cess or other statutory dues which have not been
deposited by the Company on account of disputes.
VIII. According to the information and explanations given to us, there
are no transaction that are not recorded in
books of accounts have been surrendered or disclosed as income during
the year in the tax assessment under income tax act,1961(43 of 1961). Hence, this clause
is not applicable.
IX. a) According to the records of the Company examined by us and
the information and explanations given to us, the Company did not default in repayment of
loans or borrowing from any lender during theyear.
b) According to the information and explanations given to us, Company
is not declared as willful defaulter by bank or financial institution or other lender;
c) According to the information and explanations given to us by the
management, the Company has not obtained any term loans. Accordingly, reporting under the
clause is not applicable.
d) According to the information and explanations given to us and on an
overall examination of the balance sheet of the Company, we report that no funds have been
raised on short-term basis by the Company. Accordingly, reporting under this clause is not
applicable.
e) In our opinion and according to the information and explanations
given to us, the company has not taken any funds from any entity or person on account of
or to meet the obligations of its subsidiaries, associates or joint ventures. *
f) In our opinion and according to the information and explanations
given to us, the company has not raised loans during the year on the pledge of securities
held in its subsidiaries, joint ventures or associate companies.
X. a) The Company did not raise any money by way of initial public
offer or further public offer (including debt instruments) during the year. Accordingly,
paragraph (x) of the order is not applicable.
b) The company has made not made any preferential allotment or private
placement of shares or convertible debentures (fully, partially or optionally convertible)
during the year.
XI. a)Based on examination of the books and records of the Company and
according to the information and explanations given to us, we report that no fraud by the
Company or on the Company has been noticed or reported during the course of the audit.
b) According to the information and explanations given to us, no report
under subsection (12) of Section 143 of the Companies Act, 2013 has been filed by the
auditors in Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors)
Rules, 2014 with the Central Government.
c) As represented to us by the management, there are no whistle blower
complaints received by the Company during the year.
XII. In our opinion and according to the information and explanations
given to us, the Company is not a nidhi company. Accordingly, paragraph (xii) of the order
is not applicable.
XIII. According to the information and explanations given to us and
based on our examination of the records of the Company, transactions with the related
parties are in compliance with Sections 177 and 188 of the Act where applicable and
details of such transactions have been disclosed in the financial statements as required
by the applicable accounting standards.
XIV. a) In our opinion the company has an internal audit system
commensurate with the size and nature of its business.
b) We have considered the internal audit reports of the Company issued
till date for the period under audit.
XV. On the basis of information and explanation given to us, the
Company has not entered into any non-cash transactions with directors or persons connected
with him during the financial year.
XVI. a) According to the information and explanations provided to us,
the company is not required to be registered under Section 45-IA of the Reserve Bank of
India Act, 1934 and hence this clause is not applicable to the Company.
b) The Company is not required to be registered under Section 45-IA of
the Reserve Bank of India Act, 1934. Accordingly, the clause is not applicable.
c ) The Company is not a Core Investment Company (CIC) as defined in
the regulations made by the Reserve Bank of India. Accordingly, the clause is not
applicable.
d) According to the information and explanations provided to us during
the course of audit, the Company does not have any CIC. Accordingly, the clause is not
applicable.
XVII. Based on our examination the company has not incurred any cash
losses in the financial year 2021 - 22 and in preceding financial year, and hence, this
clause is not applicable.
XVIII. There is no resignation of the statutory auditors during the
year. Accordingly, the clause is not applicable.
XIX. On the basis of the financial ratios, ageing and expected dates of
realization of financial assets and payment of financial liabilities, other information
accompanying the financial statements, the auditors knowledge of the Board of Directors
and management plans, nothing has come to our attention, which causes us to believe that
any material uncertainty found as on the date of the audit report that company is not
capable of meeting its liabilities existing at the date of balance sheet as and when they
fall due within a period of one year from the balance sheet date. We, however, state that
this is not an assurance as to the future viability of the Company. We further state that
our reporting is based on the facts up to the date of the audit report and we neither give
any guarantee nor any assurance that all liabilities falling due within a period of one
year from the balance sheet date, * will get discharged by the Company as and when they
fall due.
XX. a) According to the information and explanations given to us, in
respect of other than ongoing projects, and transferred unspent amount to a Fund specified
in Schedule VII to the Companies Act within a period of six months of the expiry of the
financial year in compliance with second proviso to sub-section (5) of section 135 of the
said Act are not applicable to the company.
b) According to the information and explanations given to us, the
company is not required to transfer any amount to special account in compliance with
provision of sub-section (6) of section 135 of the said Act.
xxi. According to the information and explanations given to us, the
company makes consolidated financial statement.
For SPARK & Associates Chartered Accountants LLP
Chartered Accountants
Firm Reg No. 005313C / C400311
CA Chandresh Singhvi
Partner
Membership No. 436593
Place: Indore
Date: 18th May, 2022
Annexure "B" to the Independent Auditors Report of even date
on the Standalone Financial Statements of Indo Thai Securities Limited
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 Indo Thai Securities Limited ("the Company") as of March 31, 2022
in conjunction with our audit of the standalone 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 (the
"Standards"), issued by ICAl 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 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
Because of the 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, the Company has, in all material respects, an adequate
internal financial controls system over financial reporting and such internal financial
controls over financial reporting were operating effectively as at March 31, 2022 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.
For SPARK & Associates Chartered Accountants LLP
Chartered Accountants
Firm Reg No. 005313C / C400311
CA Chandresh Singhvi
Partner
Membership No. 436593
Place: Indore
Date: 18th May, 2022
+91-9892691696
