TO MEMBERS OF
VARDHAN CAPITAL AND FINANCE LIMITED
Report on the Audit of Financial Statements Opinion
We have audited the financial statements of VARDHAN CAPITAL AND FINANCE LIMITED
(hereinafter referred to as the Company ), which comprise the Balance Sheet as at March
31, 2023 and the Statement of
Profit & Loss (including other Comprehensive Income), the Statement of Changes in
Equity and the Statement of Cash Flows for the year then ended, and notes to the financial
statements, including a summary of significant accounting policies and other explanatory
information (collectively referred to as ‘Financial Statements).
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 Companies Act, 2013 (hereinafter
referred to as the Act ) in the manner so required and give a true and fair view in
conformity with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of
the Act read with Companies (Indian Accounting Standards) Rules, 2015, and amended and
other accounting principles generally accepted in India, of the state of affairs
(financial position) of the Company as at March 31, 2023, and its profit including other
comprehensive income, the changes in equity and its cash flows for the year ended on that
date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified
under section 143(10) of the Act. Our responsibilities under those Standards are further
described in the Auditors Responsibilities for the Audit of 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 provisions
of the Act 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 statement.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the financial statements of the current period. These matters
were addressed in the context of our audit of the financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
Information other than the financial statements and auditors report thereon
The Companys Board of Directors is responsible for the other information. The other
information comprises the information included in the 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 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 in the
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 the 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 preparation of these Financial Statements that give a
true and fair view of the financial position, financial performance, 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 provisions of the Act for safeguarding 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 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 is responsible for assessing the
Companys ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless management
either intends to liquidate the Company or to cease operations, or has no realistic
alternative but to do so.
The Board of Directors is also responsible for overseeing the Companys financial
reporting process.
Auditors Responsibilities for 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 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 control relevant to the audit in order to design
audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the
Act, we are also responsible for expressing our opinion on whether the company has
adequate internal financial controls system in place and the operating effectiveness of
such controls.
Evaluate appropriateness of the accounting policies used and reasonableness of
accounting estimates and related disclosures made by management.
Conclude on 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
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 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 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.
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 purposes of our audit; b) In our opinion, proper books of
account as required by law have been kept by the Company, so far as 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 Cash Flow
Statement dealt with by this report are in agreement with the books of account; d) In our
opinion the 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 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 Company has not paid or
provided any managerial remuneration; g) 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. 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) Rules, 2014, in our opinion and to the best of our
information and according to the explanations given to us, we report that: i) The Company
does not have any pending litigations which would impact its financial position other than
those mentioned in the notes to the accounts; 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 Investors
Education and Protection Fund by the Company.
ANNEXURE-A TO INDEPENDENT AUDITORS REPORT
The Annexure referred to in paragraph 1 under the ‘Report on Other Legal and
Regulatory Requirements our report to the members of VARDHAN CAPITAL AND FINANCE
LIMITED,
(‘the Company) for theyear ended on March 31, 2023. We report that:
i. The Company does not have any Property, Plant & Equipment and Intangible Assets
so clauses (i) (a), (b), (c) and (d) are not applicable. Further according to information
and explanations given to us and on the basis of our examination of the records of the
Company, No Proceedings have been initiated or are pending against the company for holding
any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and
rules made thereunder.
ii. The company is in the business of Investments, finance & allied services.
Accordingly, it does not hold any physical inventories. Hence, paragraph 3(ii) of the
Order is not applicable.
iii. In respect of investment made or guarantee and security provided or loans and
advances in the nature of loans, secured or unsecured, granted by the company to any
company, firm, limited liability partnership or any other parties, according to the
information and explanations given to us : a. The Company does not have any subsidiaries,
joint ventures and associates. There are 7 (Seven) parties other than subsidiaries, joint
venture and associates to whom the company has granted such loans and advances. The
aggregate amount such loans and advances during the year is Rs. 1854.46 Lakh and balance
outstanding at the balance sheet date is Rs. 14088.67 Lakhs. b. The terms and conditions
of the grant of such loans and advances are not prejudicial to the
Companys interest. c. The schedule of repayment of principal and payment of interest
has not been stipulated however the receipt of principal and interest are regular. d.
There is no overdue amount for more than ninety day. e. No such loan or advance, which has
fallen due during the year, has been renewed or extended or fresh loan granted to settle
the overdue of existing loan given to same parties. f. The Company has granted loans or
advances in the nature of loans payable on demand and without specifying he terms or
period of repayment to related parties as defined in clause (76) of section 2 of the
Companies Act, 2013 the details of which is mentioned in Financial statement Note no. 03.
iv. The Company has not granted any loans or made any investments, or provided any
guarantee or security to the parties covered under Section 185 and the provisions of
section 186 of the Act pertaining to investment and lending activities were not applicable
to the Company since the Company is an NBFC. Accordingly, provisions of this Clause are
not applicable to the Company. v. In our opinion and according to the information and
explanations given to us, the Company has not accepted deposits from the public within the
meaning of Sections 73 to 76 of the Act and theRules framed thereunder to the extent
notified.
vi. In our opinion and according to the information and explanations given to us
maintenance of cost records under sub-section (1) of the Section 148 of the Act has not
been prescribed government.
vii. a) According to the records of the Company, the Company is generally regular in
depositing with appropriate authorities undisputed statutory dues including provident
fund, employees state insurance, income-tax, GST, sales tax, wealth tax, duty of customs,
duty of excise, value added tax or cess and other statutory dues applicable to it. No
undisputed amounts payable in respect of provident fund, employees state insurance,
income-tax, sales tax, wealth tax, duty of customs, duty of excise, value added tax or
cess and other statutory dues were outstanding, as at 31-03-2023, for a period of more
than six months from the date they became payable.
(b) According to the records of the Company and information and explanations given to
us no dues of income tax, GST, sales tax, wealth tax, service tax, duty of customs, duty
of excise, value addedtax or cess that have not been deposited on account of any disputes.
viii. As per information and explanation given to us, there are no unrecorded
transactions which are surrendered or disclosed as income during the year in the tax
assessment under the Income Tax Act, 1961.
ix. (a)In our opinion and according to the information and explanations given to us,
the company has not defaulted in repayment of loans or borrowings to any financial
institution, bank or government as on Balance sheet date.
(b) In our opinion and according to the information and explanation given to us, the
company has not been declared willful defaulter by any bank or financial institution or
any other lender.
(c) The Company did not have any term loan outstanding during the year and hence, the
requirement to report on clause 3(ix) (c) not applicable to the Company.
(d) The Company did not raise any fund during the year and hence, the requirement to
report on clause 3(ix) (d) not applicable to the Company.
(e) The Company has not taken any funds from any entity or person on account of or to
meet the obligation of its Associates Company.
(f) The Company has not raised any loans during the year on the pledge of securities
held in its Associates Company x. (a) According to the information and explanations given
to us, the Company has not raised moneys by way of initial public offer or further public
offer including debt instruments and term loans. Accordingly, paragraph 3(x)(a) of the
order is not applicable.
(b) The Company has not made any preferential allotment or private placement of share /
fully or partially or optionally convertible debenture during the year and hence, the
requirement to report under paragraph 3(x)(b) of the order is not applicable.
xi. (a) According to the information and explanation given to us, no material fraud by
the Company or on the Company by its officer or employees has been noticed or reported
during the course of our audit.
(b) During the year, no report under sub-section (12) of section 143 of the Companies
Act, 2013 has been filed by us in Form ADT 4 as prescribed under Rule 13 of Companies
(Audit and Auditors) Rules, 2014 with the Central Government.
(c) According to the information and explanation given to us, there is no Whistle
blower complaints received by the company during the year. xii. The Company is not a Nidhi
Company and the Nidhi Rules, 2014 are not applicable to the Company and hence provisions
of Clause 3(xii) of the aforesaid Order are not applicable to the Company.
xiii. The Company has entered into the transaction with the related parties in
compliance with the provisions of the Section 177 and 188 of the Act. The details of such
related party transactions have been disclosed in the financial statements as required
under Ind AS 24, Related Party Disclosures specified under Section 133 of the Act, read
with Rule 7 of the Companies (Accounts) Rules, 2014.
x. The Company has an internal audit system commensurate with the size and nature of
its business.
xi. The Company has not entered into any non-cash transactions with its directors or
the persons connected with him and hence provisions of Clause 3(xv) of the aforesaid Order
are not applicableto the Company.
xii. (a) The Company has obtained registration as required under section 45-IA of the
Reserve Bank of India Act, 1934.
(b) The Company has conducted the Non-Banking Financial or Housing Finance activities
by obtained a valid Certificate of Registration (CoR) from the Reserve Bank of India as
per the Reserve Bank of India Act, 1934.
(c) The Company is not a Core Investment Company as defined in the regulations made by
Reserve Bank of India. Accordingly, the requirement to report on clause 3(xvi)(c) of the
Order is not applicable to the Company.
xiii. According to the information and explanations given to us, the Company has not
incurred any cash losses in the current financial year and in the immediately preceding
financial year.
xiv. There has been no resignation of the statutory auditors during the year and
accordingly requirement to report under paragraph 3 (xviii) of the order is not
applicable.
xv. 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, 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 that causes us to believe that any material uncertainty exists as on the
date of audit report that company is not capable of meeting its liabilities existing as at
balance sheet date as and when There has been no resignation of the statutory auditors
during the year and accordingly requirement to report under paragraph 3 (xviii) of the
order is not applicable.
xvi. According to the information and explanations given to us, the provision of
section 135 of the Act is not applicable to the company and hence, the requirement to
report under paragraph 3 (xx) of the order is not applicable.
xvii. According to the information and explanations given to us, the Company does not
have any Subsidiaries or associates or Joint venture the company is not required to
prepare Consolidated Financial statements and hence, the requirement to report under this
clause is not applicable.
ANNEXURE-B TO INDEPENDENT AUDITORS REPORT
The Annexure referred to in paragraph 2(f) under the ‘Report on Other Legal and
Regulatory Requirements our report to the members of VARDHAN CAPITAL AND FINANCE
LIMITED, (‘the Company) for the year ended on March 31, 2023.
Report on the Internal Financial Controls under Clause (i) of Sub-Section 3 of Section
143 of the Act
We have audited internal financial controls over financial reporting of VARDHAN
CAPITAL AND FINANCE LIMITED ( the Company ) as of March 31, 2023 in conjunction with
our audit of the financial statements of the Company for the year then ended on that date.
Managements Responsibility for the 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 Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued
by the Institute of Chartered Accountants of India (ICAI). These responsibilities includes
design, implementation and maintenance of adequate internal financial controls that were
operating effectively for ensuring the orderly and efficient conduct of business,
including adherence to Companys policies, the safeguarding of the 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 Act.
Auditors Responsibility
Our responsibility is to express an opinion on 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 deemed to be prescribed under Section 143(10) of the Act 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 ICAI. Those Standards and Guidance
note require that we comply with ethical requirements and plan and perform 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 procedure 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 controls 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 a reasonable assurance regarding the reliability of financial reporting and
preparation of financial statements for external purpose 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 the transactions are recorded as necessary to
permit preparation of financial statements in accordance with the generally accepted
accounting principles, 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 control 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 aspects, an adequate internal
financial control 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 Guidance Note on Audit of Internal
Financial Controls over Financial Reporting issued by the Instituteof Chartered
Accountants of India.
+91-9892691696
