To the Members of S P Capital Financing Limited
Opinion
We have audited the accompanying Ind AS financial statements of S P
Capital Financing Limited ("the Company") which comprise the Balance Sheet as at
March 31, 2023, the Statement of Profit and Loss (including Other Comprehensive Income),
Cash Flow Statement and the Statement of changes in Equity for the year then ended, and a
summary of significant accounting policies and other explanatory information (hereinafter
referred to as "financial statements").
In 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 the Indian Accounting Standards prescribed under section
133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as
amended, ("Ind AS") and accounting principles generally accepted in India, of
the state of affairs of the Company as at March 31, 2023, and its Profit /loss, including
Other Comprehensive Income, Cash Flow and the changes in equity 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 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 together with the ethical requirements that are relevant to our audit of the
financial statements under the provisions of the Companies Act, 2013 and the Rules
thereunder, 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.
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. There are no other key audit matters 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.
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 Companys Management and Board of Directors is responsible for the
matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with
respect to the reparation of these) financial statements that give a true and fair view of
the financial position, financial performance, cash flows and changes in equity of the
Company in accordance with the accounting principles generally accepted in India,
including the Indian Accounting Standards prescribed under Section 133 of the Act. 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 are free from material misstatement, whether due to fraud or
error.
In preparing the financial statements, management and Board of Director
are 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.
Board of Directors is also responsible for overseeing the companys
financial reporting process. Auditors Responsibility for the Audit of the 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
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
controls.
• 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
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 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 However, future events or conditions may cause the Company to cease
to continue as agoing 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.
Materiality is the magnitude of misstatements in the financial
statements that, individually or in aggregate, makes it probable that the economic
decisions of a reasonably knowledgeable user of the financial statements may be
influenced. We consider quantitative materiality and qualitative factors in (i) planning
the scope of our audit work and in evaluating the results of our work; and (ii) to
evaluate the effect of any identified misstatements in the financial statements.
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 significance in the audit of the 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
1. As required by the Companies (Auditors Report) Order, 2020
("the Order"), issued by the Central Government of India in terms of sub-section
(11) of section 143 of the Act, we give in the "Annexure A" a statement on the
matters specified in paragraphs 3 and 4 of the Order.
2. As required by section 143 (3) of the Act, we report that:
a. we have sought and obtained all the information and explanations
which to the best of our knowledge and belief were necessary for the purpose of our audit;
b. in our opinion proper books of account as required by law have been
kept by 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 Cash Flow Statement and Statement of changes in Equity dealt
with by this Report are in agreement with the books of account;
d. in our opinion, the aforesaid Ind AS financial 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 written representations received from the directors
as on March 31, 2023 taken on record by the Board of Directors, none of the directors is
disqualified as on March 31, 2023 from being appointed as a director in 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".
3. 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, as
amended, in our opinion and to the best of our information and according to the
explanations given to us:
i. The Company, did not have any long-term contracts including
derivative contracts for which there were no material foreseeable losses;
ii. There were no amount which were required to be transferred to the
Investor Education and Protection Fund by the Company.
iii. (a) The management has represented that, to the best of its
knowledge and belief, other than as disclosed in the notes to the accounts, no funds (
which are material either individually or in the aggregate) have been advanced or loaned
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 entity(ies), 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 the Ultimate Beneficiaries;
(b) The management has represented that, to the best of its knowledge
and belief, other than as disclosed in the notes to the accounts, no funds ( which are
material either individually or in the aggregate) have been received by the company from
any person(s) or entity(ies), 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 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; and
(c) Based on the audit procedures that have been considered reasonable
and appropriate in the circumstances, nothing has come to our attention that has caused us
to believe that the representations under sub-clause (a) and (b) contain any material
mis-statement.
iv. The company has declared and paid the interim dividend of Rs.
0.75/- per share during the year. However, the final dividend the Board of directors of
the Company have proposed the dividend for the current year which is subject to approval
of the members at the ensuing annual general meeting. The dividend declared is in
accordance with the section 123 of the Act to the extent it applies to declaration of
dividend.
4. With respect to the other matters to be included in the Auditors
Report in accordance with the requirements of section 197(16) of the Act, as amended:
In our opinion and to the best of our information and according to the
explanations given to us, the remuneration, if any, paid by the Company to its directors
during the year is in accordance with the provisions of section 197 of the Act.
For JMT & Associates
Chartered Accountants
Firm Registration No. 104167W
Sd/-
Amar Bafna
(Partner)
Membership No. 048639
UDIN: 23048639BGVRJ05984
Referred to in paragraph 1 under the heading Report on Other Legal
& Regulatory Requirement of our report of even date to the financial statements of
the Company for the year ended March 31,2023:
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
1) In respect of the Companys Property Plant and Equipment:
(a) The Company does not own any Tangible or Intangible Assets
(property Plant and Equipment) and hence the clauses pertaining to maintenance of proper
records showing full particulars, including quantitative details and situation of fixed
assets; and physical verification are not applicable. Also the clause regarding the Title
deeds in the name of company and the revaluation of any property plant and equipment is
not applicable.
(b) No proceedings have been initiated during the year nor are pending
against the company for holding any benami property under the Benami Transactions
(Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
2) a) The Company does not possessed inventory as on balance sheet date
and hence
the clause is not applicable.
b) During the year, the company has not been sanctioned any working
capital limits in excess of five crore rupees, in aggregate, from banks or financial
institutions on the basis of security of current assets.
3) The Company has not provided any guarantee or security or granted
any loans or advances in the nature of loans, secured or unsecured to companies, firms,
Limited Liability partnerships or any other parties. Accordingly, the provisions of clause
(iii) (a) to (f) of the Order with respect to above are not applicable to the Company and
hence not commented upon.
(a)The Company has made investments in companies, firms, Limited
Liability partnerships or any other parties as under:
Aggregate amount Investments
during the year |
Investments (Rs. In Lakhs) |
Subsidiary |
-- |
Joint venture |
-- |
Associates |
-- |
Others |
-- |
Balance outstanding as at
balance sheet date in respect of above case. |
|
Subsidiary |
-- |
Joint venture |
-- |
Associates |
44.97 |
Others |
-- |
(b) The investments made during the year are, in our opinion prima
facie not prejudicial to the companys interest;
4) In our opinion and according to the information and explanations
given to us, the company has not granted loans, guarantees and security covered u/s 185
and 186; the investment made by the company is in compliance with the provisions of
section 186 of the Companies Act, 2013.
5) The Company has not accepted any deposits from the public and hence
the directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76
or any other relevant provisions of the Act and the Companies (Acceptance of Deposit)
Rules, 2015with regard to the deposits accepted from the public are not applicable.
6) As informed to us, the maintenance of Cost Records has not been
specified by the Central Government under sub-section (1) of Section 148 of the Act, in
respect of the activities carried on by the company.
7) According to the information and explanations given to us, in
respect of statutory dues:
(a) According to information and explanations given to us and on the
basis of our examination of the books of account, and records, the Company has been
generally regular in depositing undisputed statutory dues including Goods and Service Tax,
Provident Fund, Employees State Insurance, Income-Tax, Sales tax, Service Tax, Duty of
Customs, Duty of Excise, Value added Tax, Cess and any other statutory dues with the
appropriate authorities. According to the information and explanations given to us, no
undisputed amounts payable in respect of the above were in arrears as at March 31, 2023
for a period of more than six months from the date on when they become payable.
(b) According to the information and explanation given to us, there are
no Statutory dues referred to in Sub Clause (a) that have not been deposited on account of
any dispute.
8) There were no transactions relating to previously unrecorded income
that were surrendered or disclosed as income in the tax assessments under the Income Tax
Act, 1961 (43 of 1961) during the year.
9) a) According to the information and explanations given to us, the
Company has not defaulted in the repayment of loans or other borrowings or in the payment
of interest thereon to any Lender.
(b) According to the information and explanations given to us, the
company is not declared willful defaulter by any bank or financial institution or other
lender;
(c) According to the information and explanations given to us, the
Company has not taken any Term Loan during the Year.
(d) According to the information and explanations given to us and in
our opinion, funds raised on short-term basis have not been utilised for long term
purposes.
(e) The company has not taken any funds from any entity or person on
account of or to meet the obligations of its subsidiary, Associate or Joint Ventures.
(f) The company has not raised loans during the year on the pledge of
securities held in any subsidiary, Associate or Joint Venture nor has defaulted in
repayment of such loans.
10) (a) According to the information and explanation given to us, the
company has not raised moneys by way of initial public offer or further public offer
including debt instruments during the year.
(b) According to the information and explanation given to us, the
company has not made any preferential allotment or private placement of shares or
convertible debentures (fully, partially or optionally convertible) during the year.
11) a) During the course of our examination of the books and records of
the company, carried in accordance with auditing standard generally accepted in India, we
have neither come across any instance of fraud by the company or any fraud on the Company
noticed or reported during the course of our audit nor have we been informed of any such
instance by the management.
(b) No report under sub-section (12) of section 143 of the Companies
Act has been filed in Form ADT-4 as prescribed under rule 13 of Companies (Audit and
Auditors) Rules, 2014 with the Central Government during the year
(c) According to the information and explanation given to us, there are
no whistle-blower complaints received during the year by the company;
12) In our opinion, the Company is not a Nidhi Company. Therefore, the
provisions of clause 3 (xii) of the Order are not applicable to the Company.
13) In our opinion, all transactions with the related parties are in
compliance with section 177 and 188 of Companies Act, 2013 and the details have been
disclosed in the Financial Statements as required by the applicable Indian Accounting
Standards.
14) (a) According to the information and explanation given to us, the
company has an internal audit system commensurate with the size and nature of its
business;
(b) We have considered the reports of the Internal Auditor for the
period under audit.
15) Based upon the audit procedures performed and the information and
explanations given by the management, the company has not entered into any non-cash
transactions with directors or persons connected with him. Accordingly, the provisions of
clause 3 (xv) of the Order are not applicable to the Company.
16) The Company has obtained registration as required under Section
45-IA of the Reserve Bank of India Act, 1934.
(b) The Company has not conducted any Housing Finance activities.
(c) The company is not the Core Investment Company. (CIC)
(d) There are no other CIC which are part of the Group.
17) The company has not incurred any cash losses during the financial
year and in the immediately preceding financial year.
18) There has been no resignation of the statutory auditors during the
year.
19) 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 our knowledge of 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 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 upto the date of the Audit Report and we neither give any guarantee
nor an 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.
20) The provisions of section 135 of the Companies Act 2013 and the
Companies (Corporate Social Responsibility) Rules 2014 in respect of CSR activities are
not applicable to the company. Accordingly reporting under clause (xx) of the order is not
applicable for the year.
For JMT & Associates
Chartered Accountants Firm Registration No. 104167W
Sd/-
Amar Bafna (Partner)
Membership No. 048639 UDIN: 23048639BGVRJ05984
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 S. P Capital Financing 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 judgment, 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 or for
other reasons.
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, 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 on
Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of
Chartered Accountants of India.
For JMT & Associates
Chartered Accountants Firm Registration No. 104167W
Amar Bafna (Partner)
Membership No. 048639
UDIN: 23048639BGVRJ05984 Place: Mumbai Date: 18/05/2023
+91-9892691696
