ON FINANCIAL STATEMENTS
TO THE MEMBERS OF
NISUS FINANCE SERVICES CO LIMITED
(FORMERLY KNOWN AS NISUS FINANCE SERVICES CO PRIVATE LIMITED)
Opinion
We have audited the accompanying financial statements o: NISUS FINANCE SERVICES CO LIMITED (FORMERLY KNOWN AS NISUS FINANCE SERVICES CO PRIVATE LIMITED) ("the Company"), which comprise the Balance Sheet as al 31st March. 2024, the Statement of Profit and Loss, the Cash Flow Statement, and a summary of the significant accounting policies and other explanatory information for the year then ended.
In our opinion and to the best of our information and according to the explanations given to us the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India
a) In case of its Balance-sheet, of the state of affairs of the company as at 31st March 2024.
b) In case of Statement of Profit and Loss of the profit for the year ended on that date.
Basis for Opinion
Wc conducted our audit 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 Auditor?s Responsibilities lor the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics iaaUed by the Institute of Chartered Accountants of India together with the ctlv.cal requirements that arc relevant to our audit of the financial statements under rhe provisions of the Companies Act. 2013 and the Rules there under and we have fulfilled our other ethical responsibilities in accordance with these requirements and the 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.
Information other than the financial statements and auditors? report thereon
The Companys board of directors is responsible for the other information. The other information comprises the information Included in the company?s Annual Report 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 wc do not express any form of assurance conclusion there on
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 :s materially inconsistent with the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibility of Management for the Financial Statements
The Company?s 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, financial performance and cash flows oi the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules. 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 statements that give a true and fair view and ore 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 cither intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors are also responsible for overseeing the companys financial reporting process
Auditor?s Responsibility
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 auditor?s report that includes out opinion Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs wall always detect a material misstatement when it exists. Misstatements can arise from fraud or error and arc considered material if. individually or in the aggregate, they could reasonably be expected to influence the economic decisions o: users taken on the basis of these financial statements
As part of an audit in accordance with SAs, we exercise professional judgment 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{3l(i) of the Act. wc 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 management?s 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 materiaJ uncertainty exists, we are required to draw attention in our auditor?s report to the related disclosures in the financial statements or, if such disclosures ate inadequate, to modify our opinion. Our conclusions arc 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 i manner that achieves fair presentation.
Wc communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit tlndtngs, including any significant deficiencies in internal control that wc 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.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors Report) Order. 2020 (•‘the Order") issued by the Central Government of India in terms of Section 143(1 1) of the Act, we give in the Annexurc-A" statement on the matters specified in paragraphs 3 and 4 of the Order.
2. (A) As required by Section 143 (3) of the Act, we report that:
(a) We have sought and obtained ail the information and explanations " hich to the best oi our knowledge and belief were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by rhe Company so far as it appears from ou. examination of thoseRs books.
(c) The Balance Sheet, the Statement of Profu and Loss, and the Cash Mow Statement dealt with by this Report are in agreement with the books of account.
(d) In our opinion, the aforesaid financiai statements comply with the Accounting Standards 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 31st March. 2024 taken cn record by the Board of Directors, none of the directors is disqualified as on 31at March, 2024 :rom being appointed as a director in terms of Section 164 :2i oi the Act.
(0 With respect to the other matters to be included in the Auditor?s Report in accordance with the requirements of section 197(16) of the Act, as amended:
In out opinion and to the best of our information and according to tr.e explanations given to us, the remuneration paid by the company to its directors during the year is in accordance with the provisions of section 197 of the Act.
(B) With respect to the other matters to be included in the Auditors Report m 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 hnancial position. (Refer Point no 25 and 26)
il l he Company did not have any long term contracts including derivative contracts for which arty provision for material .oresceabic losses were required.
iii.There were no amounts which were required to be transfer to the Investor Education and Protection Fund by the Companyduring the year ended 31* March. 2024.
(iv)(ai The respective Managements of the company which are
Lr,lCa CRs mu !ndl3 Wn0SC finanda] statements have been audited under the Act. have represented to us that, to the beat or
and bnCf bP,:>fl
"? fUnd8 (which arc ™,crm.ei her individually or m aggregate) have been advanced or loaned or invested (either from the borrowed funds o, share premium or any other sources or kind of funds) by the Company to or m any
other person or entity including foreign entity ("intermediaries", with the understanding, whether recorded :n writing or otherwise, that the Intermediary shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company or provide any guarantee, security Dr the like on behalf of the Ultimate beneficiaries.
(b)The respective Management of the Company and which arc companies incorporated in India, whose financial statements have been audited under the Act, have represented to us that, to the best ol‘ the knowledge and belief no funds (which are material either individually or in the aggregate) have been received by the company from any person or entity, with the understanding, whether recorded in writing or otherwise, that the Company shall directly or indirectly, lend or invest in other persons or entities identified in any manner what?s the whatsoever by or on behalf of the funding party ("Ultimate beneficiaries! or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(cjBased on audit procedures that have been considered reasonable and appropriate in the circumstances performed by us on the Company which arc companies incorporated in India whose financial statements have been audited under the Act, nothing has come to our notice that has caused us to believe that the representations are under sub claused) and (ii: of Rule 11(e), as provided under (a) and (b)abovc. contain any material misstatement.
v Tne company has not declared or paid any dividend during the year and has not proposed final dividend for the year
vt Based on our examination, the Company has used accounting software for maintaining its books of account for the financial year ended 31st March, 2024 which has a feature of recording audit trail (edit log) facility.
ANNEXURE "A" TO THE INDEPENDENT AUDITORS? REPORT
Referred to in Paragraph 1 under the heading "Report on other legal and regulatory requirements" of our Independent Auditors Report of even date to the members of NISUS FINANCE SERVICES CO LIMITED (FORMERLY KNOWN AS NISUS FINANCE SERVICES CO PRIVATE LIMITED) On the financial statements as of and for the year ended 31.03.2024,
On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of our audit, we report that
(i) (a) :A) The company has a maintained proper record showing full particulars, including quantitative details and situation of property, plant & equipment.
(B) The Company docs not have any intangible assets. Accordingly, clause 3(i)(aJ(B) of trie order is not applicable.
(b) As explained to us fixed assets have been physically verified by the management dunng the year and no materia! discrepancies were noticed on such verification.
(c) According to the information and explanations received by us, as the company owns no immovable properties, the requirement on reporting whether title deeds of immovable properties held in the name of the company is no: applicable.
(d) According to the information and explanation given to us and basis of our examination of the record of the Company, The Company has not revalued any of its Property, Plant and Equipment during the"year.
c) According to the information and explanation given to us and basis of our examination of the record of the Company, there are no proceedings have been initiated during the year or arc pending against the Company as at March 31. 2023 for holding any benami property under the Benaini Transactions (Prohibition) Act. 1988 (as amended in 2016) and rules made thereunder.
(ii) (a) The Company does not have any inventory and lienee the clause {iijfai of the paragraph 3 of the said order, is nor applicable.
(b) 1he Company has been sanctioned working capital limits in excess o: Rs. 5 crorcs from financial institutions.
(iii) The Company has granted unsecured loans to companies covered in the register maintained under Section 189 of the Act; and with respect to the same:
(a) The Balance Outstanding at the balance sheet with respect to such loan to group company is Rupees 672.SO Lacs
(b) in our opinion, the investments made and the terms and conditions o tilt- grant of loans, during the year, prima facie, not prejudicial to the Companys interest.
(c) In respect of loans granted by the Company, the schedule of repayment of principal and payment of interest "has been stipulated and the repayments of principal amounts and receipts of interest arc generally been regular as per stipulation.
(d) There are no overdue amounts in respect of the loan granted to a body corporate listed in the register maintained under section 189 of the Act to the sanie. parties.
(e) No loan granted by the Company which has fallen due during the year, has been renewed or extended or fresh loans granted to settle the over dues of existing loans given to the same parties
(0 The Company has granted loans or advances in the nature of loans which either repayable on demand or without specifying any terms or period of repayment during the year and the details are as under:
Particulars |
/Ml
parties |
Promoters | Related
Parries |
Aggregate amount of loans / advances in nature ot loans |
|||
-Repayable on demand {A) |
672.50 | 672.50 | |
-Agreement docs not specify any terms or period of repayment (D) |
.... | mm m m | |
Total (A?Bj |
672.50 | — | 672.50 |
Percentage of loans / advances in nature ol loans to the total loans |
100% | 100% |
(iv) In our opinion and according to the information and explanation give to us, the company has complied with section 18$ and section 186 of the companies Act 2013 in respect of corporate guarantee given in connection with the loan taken by the others from bank or financial institutions and investment in other related party.
fv) The Company has not accepted any deposit or amounts which air deemed to be deposits. Hence, reporting under clause 3(v) of the Order is not applicable.
(vi) To the best of our knowledge and belief, the Central Government has not specified maintenance of cost records under section 148 (1) of the Companies Act. 2013 and hence the clause (vi) of Paragraph 3 or the said order. ;s not applicable.
(vii) (a) According to the information and explanations given to us, the Company is generally regular in depositing undisputed statutory dues including provident fund, employees state insurance, income-tax, goods and sendees tax and any other statutory dues with the apnrocriate authorities.
(b) According to the information and explanations given to us, there arc no dues of income-tax, goods and service tax, which have not been deposited on account of any dispute. (Refer point no 25)
(viii) According to the information and explanation given to us and on basis of our examination of the record of the Company, the Company has not surrendered or disclosed any transactions, previously unrecorded as income in the books of account, in the tax assessments under the Income Tax Act, 1961 as income during the year.
(ix) (a) According to the information and explanation given to us and on basis of our examination of the records of the Company, the Company has not defaulted in the repayment of loans or other borrowings or in the payment of interest thereon to any lender.
(b) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.
(c) In our opinion and according to the information and explanation given to us by the management, Company has not obtained any term loan during the year.
(d) According to the information and explanations given to us and on an overull examination of the balance shoe: of the Company, we report that no funds raised on short-term basis have been used for long term purposes by the Company.
(e) According to the information and explanations given to us and on an overall examination of the standalone financial statements of the Company, we report that the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, as defined in the Act. The Company does hold investment in associate named Nisus Fincorp Private Limited and Dalmia Nisus Finance Investment Managers LLP (as defined in the Act) during the year ended 31 March 2024.
(0 According to the information and explanations given to us and procedures performed by us, we report that the Company does have subsidiary named "Nisus Finance and Investment Managers LLP", "Nisus BCD Advisors LLP" and Nisus Finance International Advisors IFSC l.LP.
(x) (a) The Company has not raised any moneys by way of initial public offer or further public offer (including debt instruments) Accordingly, clause 3fx-(al of the Order is not applicable.
(b) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or folly or partly convertible debentures during the year. Accordingly, clause 3(xHbJ of the Order is not applicable.
I?d) fo) Based on examination of the books and records of the Company and accprding to the information and explanations given to us, considering the principles of materiality outlined in the Standards on Auditing, wc
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 sub-section (12) of .Section 143 of the Act has been filed by the auditors in Form ADT-4 as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Centra! Government.
(c) According to the information and explanation given to us by the management, there were no whistle blowers complaints received against the company.
(xii) According to the information and explanation given to us, the Company is not a Nidhi Company. Therefore, the provisions of clause 3 (xii) of the Order are not applicable to the Company
(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, arc in compliance with Section 177 and 138 of the Companies Act, 2013. where applicable and details of such transactions have been disclosed in the Standalone Financial Statements as required by the applicable accounting standards.
(xiv) (a) ;According to the information and explanation given to us, the provision of section 138 towards Internal Audit System is not applicable to the company.
(b) This Clause is not applicable to the Company.
(xv) In our opinion and according to the information and explanations given to us. the Company has not entered into any non-cash transactions with its directors or persons connected to its directors and hence, provisions of Section 192 of the Act are not applicable to the Company.
(xvi) (a) According to the information and explanations given to us, the Company is not required to be registered under section 4S-IA of ihe Reserve Bank of India Act 193-1. Accordingly, clauses 3(xvi){a) and 3(xvi):b) are not applicable to the company.
(c) The Company is not a Core Investment Company :CIC) as defined in the regulations made by the Reserve Bank of India? Accordingly, clause 3(xvi):c) of the Order is not applicable.
(d) According to the information and explanations provided to us during the course of audit, the Group does not have any CICs.
(xvii) The Company has not incurred cash losses in the cun-cnt and in the immediately preceding financial year.
(xviii) There has been no resignation of the statutory auditors during the year. Accordingly, clause 3(xviii: of the Order 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 and cur knowledge ol the Board of Directors and Management plans and based on our
examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit repon indicating that Company is not capable of meeting as 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. Wc further state that our reporting is based on the facts up to the date of the audit report and wc 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
(xxi In our opinion and according to the information and explanations given to us. there is no unspent amount under sub-section (5) of section 135 of the Act pursuant to any project. Accordingly, clauses 3(xx)(a) and 3fxx)(b! of the Order are not applicable.
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