| We have audited the accompanying financial statements of Explicit
Finance Limited ("the Company"), which comprise the Balance Sheet as at
March 31, 2015, the Statement of Profit and Loss and Cash Flow
Statement for the year then ended, and a summary of significant
accounting policies and other explanatory information.
Management's Responsibility for the Financial Statements
The management and Board of Directors of the Company are 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 of 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 Companies (Accounts) Rules, 2014. This responsibility
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; design,
implementation and maintenance of adequate internal financial controls,
that are 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.
Auditor's Responsibility
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 financial statements are free
from material misstatement
An audit involves performing procedures to obtain audit evidence about
the amounts and disclosures in the financial statements. The procedures
selected depend on the auditor's 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 Company's
preparation of the financial statements, that give a 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 the 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 the Company's management and Board of
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.
Opinion 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 Act in the manner so required and
give a true and Fair view in conformity with the accounting principles
generally accepted in India of the state of affairs of the Company as
at 31st March 2015, its loss and its cash flows for the year ended on
that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2015 ("the
Order") issued by the Central Government of India in terms of
sub-section
(11) of sectionl43 of the Act, we give in the Annexure 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 further 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 appears from our examination of those
books;
c. The Balance Sheet, Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books of
account;
d. In our opinion, the aforesaid financial statements comply with the
applicable 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, 2015, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2015, from being
appointed as a director in terms of Section 164(2) of the Act
f. In our opinion and to the best of our information and according to
the explanations given to us, we report as under with respect to other
matters to be included in the Auditor's Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules, 2014:
i. The Company does not have any pending litigations which would impact
its
financial position. ii. The Company did not have any long-term
contracts including derivative contracts; as such the question of
commenting on any material foreseeable losses thereon does not arise
iii. There has not been an occasion in case of the Company during the
year under report to transfer any Sums to the Investor Education and
Protection Fund. The question of delay in transferring such sums does
not arise.
Annexure referred to in paragraph 1 of our Report of even date to the
members of Explicit Finance Limited on the accounts of the company for
the year ended 31st March, 2015 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) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets;
b) As explained to us, fixed assets have been physically verified by
the management at regular intervals; as informed to us no material
discrepancies were noticed on such verification;
ii. a) The inventory has been physically verified by the management
during the year. In our opinion, the frequency of such verification is
reasonable. For stocks lying with third parties at the year end,
written confirmations have been obtained for significant account
balances.
b) The procedures for the physical verification of inventories followed
by the management are reasonable and adequate in relation to the size
of the Company and the nature of its business.
c) The Company is maintaining proper records of inventory. The
discrepancies noticed on verification between the physical stocks and
the book records were not material.
iii. The Company has not granted any loans or advances in the nature of
loans to parties covered in the register maintained under section 189
of the Companies Act, 2013. Hence, this clause is not applicable. iv.
In our opinion and according to the information and explanations given
to us, there is adequate internal control system commensurate with the
size of the Company and the nature of its business, for the purchase of
fixed assets and for the sale of services. Further, on the basis of our
examination of the books and records of the Company and according to
the information and explanations given to us, no major weakness has
been noticed or reported.
v. The Company has not accepted any deposits from the public covered
under Section 73 to 76 of the Companies Act, 2013
vi. As informed to us, the Central Government has not prescribed
maintenance of cost records under sub-section (1) of Section 148 of the
Act
vii. a) According to the information and explanations given to us and
based on the records of the company examined by us, the company is
regular in depositing the undisputed statutory dues, including
Provident Fund, 'Employees' State Insurance, Income-tax, Sales-tax,
Wealth Tax, Service Tax, Custom Duty, Excise Duty and other material
statutory dues, as applicable, with the appropriate authorities in
India;
b) According to the information and explanations given to us and based
on the records of the company examined by us, there are no dues of
Income Tax, Wealth Tax, Service Tax, Sales Tax, Customs Duty and Excise
Duty which have not been deposited on account of any disputes.
c) There are no amount required to be transferred by the Company to the
investor Education and protection Fund in accordance with provision of
the Companies Act, 2013 and the rules made there under.
viii. The accumulated losses of the company are not more than fifty per
cent of its net worth. The company has not incurred any Cash losses
during the year. However, Company had incurred cash losses in the
immediately preceding financial year.
ix. As the Company does not have any borrowings from any financial
institution or bank nor has it issued any debentures as at the Balance
Sheet date, the provision of clause 3(ix) of the order are not
applicable to the company.
x. According to the information and explanations given to us, the
Company has not given any guarantee for loan taken by others from a
bank or financial institution during the year. Accordingly, the
provisions of Clause 3(x) of the order are not applicable to the
company.
xi. The Company has not raised any term loans. Accordingly, the
provisions of Clause 3(xi) of the order are not applicable to the
Company.
xii. During the course of our examination of the books and records of
the company, carried in accordance with the auditing standards
generally accepted in India, we have neither come across any instance
of fraud on or by the Company noticed or reported during the course of
our audit nor have we been informed of any such instance by the
Management.
For MVK Associates
Chartered Accountants
Firm Registration No. 120222W
CA Kapil Gupta
Partner
Membership No.047911
Place: Mumbai
Date: 22thMay 2015
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