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, 2024 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, 2024, and its profit
including other comprehensive income, the changes in equity and its cash flows for the year ended on
that date.
Emphasis of Matter
During the audit it is observed that the Company is facing liquidity issues due to which the Company has not paid
statutory dues amounting to Rs. 2 crores (approx.) outstanding for more than six months. Further the Company is in
the process of regularizing its returns with RBI with respect to NBFC Compliances and returns were not filed till the
singing of our report. As per management representation the Company is facing temporary liquidity issue which will
be resolved soon as all the loans, advances are good and recoverable in full and there no issue on going concern of the
Company. There is no provision is required in the books which impacts financial results and financial position of the
Company as on balance sheet date.
Our report is not modified to the extent in these matters.
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 Auditor's
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 Company's 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 auditor's 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 Company's 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 Company's 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 Company's financial reporting process.
Auditor's 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 auditor's 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 management's use of the going concern basis of accounting and,
based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company's ability to continue as a going concern. If
we conclude that a material uncertainty exists, we are required to draw attention in our auditor's
report to the related disclosures in the financial statements or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditor's 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 (Auditor's 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, 2024, and
taken on record by the Board of Directors, none of the directors is disqualified as on March
31, 2024, 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 Auditor's 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 tous, 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 Auditor's 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;
iv) The Management has represented that, to the best of its knowledge and belief, no funds
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 persons or
entities, including foreign entities ("Intermediaries"), with the understanding, whether
recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or
invest in other persons or entities identified in any manner whatsoever ("Ultimate
Beneficiaries") by or on behalf of the Company or provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries.
v) Based on the audit procedures performed 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) contain any
material misstatement.
vi) The Company has not declared or paid any dividend for the previous year and the same
is not in contravention with section 123 of the Companies Act 2013 to the extent it applies
for payment of dividend.
vii) Based on our examination which included test checks, except for instance mentioned
below, the Company, in respect of financial year commencing on 1 April 2023, has used an
accounting software for maintaining its books of account which has a feature of recording
audit trail (edit log) facility and the same has been operated throughout the year for all
relevant transactions recorded in the software. Further, during the course of our audit we
did not come across any instance of audit trail feature being tampered with
For and on behalf of
M/s. J M T & ASSOCIATES
Chartered Accountants
ICAI Firm Regn No. 104167W
Sd/-
Sanjay Pichholia
Place : Mumbai Partner
Dated: 17th May, 2024 Membership No. 122651
UDIN : 24122651BKBGIN8724
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