The Members,
Thirdwave Financial Intermediaries Limited,
Report on the IND AS Standalone Financial Statements
Opinion
We have audited accompanying IND AS standalone financial statements of Thirdwave
Financial Intermediaries Limited ("the Company"), which comprise of the
Balance Sheet as at March 31, 2023, the Statement of Profit and Loss (including Other
Comprehensive Income), Statement of Cash Flows and the Statement of Changes in Equity for
the year then ended, and notes to the standalone financial Statements, including a summary
of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations
given to us, the aforesaid IND AS standalone 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 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, 2023:
i) In the case of the balance sheet, of the state of affairs of the Company as at 31st
March, 2023. ii) In the case of the statement of profit and loss of the loss for the year
ended on that date. iii) In the case of the statement of cash flow for the year ended on
that date. iv) In the case of the statement of changes in equity 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 Standalone 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 independent
requirement that are relevant to our audit of the standalone financial statements under
the provisions of the Companies Act, 2013 and the rules made there under, 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 standalone financial statements.
Information Other than the Standalone 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, Business
Responsibility Report, Corporate Governance and Shareholders information, but does not
include the standalone financial statements and our auditors report thereon.
Our opinion on the standalone 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 standalone financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially
inconsistent with the standalone 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."
Managements Responsibility for the Standalone 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 standalone financial statements that give a true and fair view of the financial
position, financial performance including other comprehensive income, cash flows and
changes in equity of the Company in accordance with the IND AS and other accounting
principles generally accepted in India, including the accounting Standards specified 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 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.
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 responsibility is to express an opinion on these financial statements based on our
audit. We have taken into account the provisions of the Act, the accounting and auditing
standards and matters which are required to be included in the audit report under the
provisions of the Act and the Rules made there under.
We conducted our audit in accordance with the Standards on Auditing specified under
section 143(10) of the Act. Those Standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether
the standalone 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 on the basis of these standalone financial statements.
An audit involves performing procedures to obtain audit evidence about the amounts and
disclosures in the financial statements. 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. In making those risk assessments, the auditor
considers internal financial control relevant to the Companys preparation of the
financial statements that give true and fair view, in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an
opinion on whether the Company has in place an adequate internal financial controls system
over financial reporting and operating effectiveness of such controls. An audit also
includes evaluating the appropriateness of accounting policies used and the reasonableness
of the accounting estimates made by Companys Directors, as well as evaluating the overall
presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our audit opinion.
As part of an audit in accordance with SAs, we exercise professional judgment and
maintain professional skepticism through- out the audit. We also:
a) Identify and assess the risks of material misstatement of the standalone 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.
b) 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
Companies Act, 2013, 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.
c) Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management. d) 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 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.
e) Evaluate the overall presentation, structure and content of the standalone financial
statements, including the disclosures, and whether the standalone financial statements
represent the underlying transactions and events in a manner that achieves fair
presentation.
Materiality is the magnitude of misstatement 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 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
1. As required by the Companies (Auditors Report) Order, 2020 issued by the Central
Government of India in terms of sub-section (11) of section 143 of the Act, we give in the
Annexure (‘Annexure A) a statement on the matters specified in paragraphs 3
and 4 of the Order to the extent applicable.
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, 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 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 written representations received from the Directors as on March 31,
2023, and 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"
g. With respect to other matters to be included in the Auditors report in accordance
with the requirement of Section 197 (16) of the Act, as amended, the company has not paid
any managerial remuneration during the year. h. With respect to the other matters to be
included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and
Auditors), 2014, as amended, 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. In our opinion and as per the information and explanations provides to us, the
Company has not entered into any long-term contracts including derivative contracts,
requiring provision under applicable laws or accounting standards, for material
foreseeable losses, and
iii. There were no amounts which were required to be transferred to the Investor
Education and Protection
Fund by the Company.
iv. a. The Management has represented that, to the best of its knowledge and belief, 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 or entity, including foreign entity
("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, no funds (which are material either individually or
in the aggregate) have been received by the Company from any person or entity, including
foreign entity ("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; c. Based on the audit procedures that
have been 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) of Rule 11(e), as provided under (a) and (b) above, contain any material
misstatement. v. The Company had not declared and paid any dividend during the year and
accordingly compliance of
Section 123 of the Act is not applicable.
3. With respect to the matter to be included in the Auditors Report under Section
197(16):
In our opinion and according to the information and explanations give to us, the
remuneration paid by the company to its directors during the current year is in accordance
with the provisions of Section 197 of the Act. The remuneration paid to any director is
not in excess of the limit laid down under section 197of the Act. The Ministry of
Corporate Affairs has not prescribed other details under Section 197(16) which are
required to be commented upon by us.
|
For J GUPTA & CO LLP |
|
Chartered Accountants |
|
Firm Registration Number: 314010E/E300029 |
|
LLP NO. : AAM-2652 |
|
Sd/- |
|
Nancy Murarka |
|
Partner |
|
M. No: 067953 |
|
UDIN: 23067953BGYYFF2502 |
| Place: Kolkata |
|
| Date: 13th April, 2023 |
|
ANNEXURE ATO THE INDEPENDENT AUDITORS REPORT
OF EVEN DATE ON THE FINANCIAL STATEMENTS OF THIRDWAVE FINANCIAL INTERMEDIARIES LIMITED
Referred to in Paragraph 1 under section "Report on Other Legal and Regulatory
Requirements", of our report of even date
1. The company did not have any fixed asset during the year.
2. The management has conducted physical verification of inventory at reasonable
intervals. The procedures of physical verification of inventory followed by the management
are reasonable and adequate in relation to the size of the company and the nature of its
business. The company is maintaining proper records of inventory and no material
discrepancies in inventory were noticed on physical verification.
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. The company had made investments and
accordingly, we report that: a. During the year the company had 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 partiesand accordingly
provisions of clause 3(iii)(a)(A) and (B) are not applicable to the company. b. The
company had not provided guarantees, given security or granted any loans or advances in
the nature of loans, secured or unsecured neither but had made Investments and the terms
& conditions of such investments are not prejudicial to the interest of the Company.
4. According to the information and explanation given to us, during the year the
Company has not given loans covered by provisions of section 185 of the Act.
5. The Company has not accepted any deposits from the public. Accordingly paragraph
3(v) of the Order is not applicable to the Company.
6. The Central Government has not prescribed the maintenance of cost records under
Section 148(1) of the Act, for any of the services rendered by the Company. Accordingly
paragraph 3(vi) of the Order is not applicable to the Company.
7. a. According to the information given to us and on the basis of our examination of
the books of the
Company, the Company is regular in depositing undisputed statutory dues including
provident fund, employees state insurance, income-tax, sales-tax, service tax, duty of
customs, duty of excise, value added tax, goods and service tax, cess and any other
statutory dues to the appropriate authorities.
According to the information and explanations given to us, no undisputed amounts
payable in respect of provident fund, income tax, sales tax, value added tax, duty of
customs, service tax, cess and other material statutory dues were in arrears as at 31st
March, 2023 for a period of more than six months from the date they became payable.
b. On the basis of the information and explanations given to us, there are no material
dues with respect to income tax or sales tax or service tax or duty of customs or duty of
excise or value added tax pending with appropriate authorities on account of any dispute.
8. There were no transactions relating to previously unrecorded income that have been
surrendered or disclosed as income during the year in the tax assessments under the Income
Tax Act, 1961 (43 of 1961). 9. a. The company has not defaulted in repayment of loans or
other borrowings or in the payment of interest thereon to any lender. b. The company has
not been declared willful defaulter by any bank or financial institution or government or
any government authority. c. The term loan taken were applied for the purpose for which
the loans were obtained. d. On an overall examination of the financial statements of the
Company, funds raised on short- term basis have, prima facie, not been used during the
year for long-term purposes by the Company. e. On an overall examination of the financial
statements of the Company, the Company has not taken any funds from any entity or person
on account of or to meet the obligations of its subsidiaries. f.the company has not raised
any loans during the year during the year on the pledge of securities held in its
subsidiaries, joint ventures or associate companies andhencereportingonclause3(ix)(f) of
the Order is not applicable.
10. a. The Company has not raised moneys by way of initial public offer or further
public offer (including debt instruments) during the year and hence reporting under
clause3(x)(a)of the Order is not applicable. b. During the year, the company has not made
any preferential allotment or private placement of shares or convertible debentures (fully
or partly or optionally) andhence reporting under clause 3(x)(b) of the Order is not
applicable. 11. a. According to the information and explanations given to us, no fraud by
the Company or on the
Company by its officers or employees has been noticed or reported during the year. 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 and upto the date of this report. c. As
represented to us by the management, the company does not have a whistleblower policy,
however we have been confirmed that there are no whistleblower complaints received by the
company during the year. 12. The Company is not a Nidhi Company and hence reporting under
clause (xii) of the Order is not applicable. 13. In our opinion, the Company is in
compliance with Section 177 and 188 of the Companies Act, 2013 with respect to applicable
transactions with the related parties and the details of related party transactions have
been disclosed in the financial statements as required by the applicable accounting
standards. 14. a. On the basis of our examination of the records of the Company and
according to the information and explanations given to us, the Company has internal audit
system commensurate with the size and nature of its business: b. We have considered
reports of internal auditor for the year under consideration in determining nature, timing
and extent of our audit procedure. 15. In our opinion during the year the Company has not
entered into any non-cash transactions with its Directors or persons connected with its
directors andhence provisions of section 192 of the Companies Act, 2013 are not applicable
to the Company. 16. a. In our opinion, the Company is not required to be registered under
section 45-IA of the
ReserveBankofIndiaAct,1934. b. The Company is not registered as Non-Banking Financial
Company and not conducted business of non-banking financial company. c. The Company is not
registered as Non banking Financial Company and is not a Core Investments
Company (CIC). d. According to the information and explanations given to us, the Group
has No CICs as part of Group.
17. The Company has not incurred cash losses during the financial year covered by our
audit and the immediately preceding financial year. 18. There has been no resignation of
the statutory auditors of the Company during the ear and accordingly reporting under
clause 3(xvii) of the order is not applicable to the company. 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
indicating 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. 20. The Company is not required to transfer
unspent amount to a Fund specified in Schedule VII to the Companies
Act .Accordingly, reporting under clause 3(xx)(a) and 3 (xx)(b) of the Order is not
applicable for the year. 21. On the basis of our examination of the records of the Company
and according to the information and explanations given to us, there has not been any
qualification o adverse remarks by the respective auditors in the Companies (Auditors
Report) Order reports of the Companies included in the Consolidated financial statement.
|
For J GUPTA & CO LLP |
|
Chartered Accountants |
|
Firm Registration Number: 314010E/E300029 |
|
LLP NO. : AAM-2652 |
|
Sd/- |
|
Nancy Murarka |
|
Partner |
|
M. No: 067953 |
|
UDIN: 23067953BGYYFF2502 |
| Place: Kolkata |
|
| Date: 13th April, 2023 |
|
ANNEXURE B TO THE INDEPENDENT AUDITORS REPORT
OF EVEN DATE ON THE FINANCIAL STATEMENTS OF THIRDWAVE FINANCIAL INTERMEDIARIES 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 Thirdwave
Financial Intermediaries Limited ("the Company") as of 31st March, 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 (‘ICAI). 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 (GAAP), and that receipts and
expenditures of the Company are being made only in accordance with authorisations of
management and directors of the Company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorised 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, to the best of our information and according to the explanations given
to us, 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 31st March, 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 J GUPTA & CO LLP |
|
Chartered Accountants |
|
Firm Registration Number: 314010E/E300029 |
|
LLP NO. : AAM-2652 |
|
Sd/- |
|
Nancy Murarka |
|
Partner |
|
M. No: 067953 |
|
UDIN: 23067953BGYYFF2502 |
| Place: Kolkata |
|
| Date: 13th April, 2023 |
|
+91-9892691696
