We have audited the acompanying financial statements
of MODERN SHARES & STOCKBROKERS LIMITED
(“the Company”), which comprise the Balance sheet
as at March 31 2025, the Statement of Profit and Loss
including the statement of Other Comprehensive
Income, the Cash Flow Statement and the Statement of
Changes in Equity for the year then ended, and notes
to the 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 financial statements give the information
required by the Companies Act, 2013, as amended
(“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 March 31,2025, its profit
including other comprehensive income, its cash flows
and the changes in equity for the year ended on that
date.
Basis for Opinion
We conducted our audit of the financial statements
in accordance with the Standards on Auditing (SAs),
as 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 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
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 audit opinion on
the financial statements.
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
informing our opinion thereon, and we do not provide
a separate opinion on these matters
Information Other than the financial statements and
Auditor’s 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 such 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 that fact. We have nothing to report
on in this regard.
Responsibilities of Management 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 the preparation of these 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 accounting
principles generally accepted in India, including the
Indian Accounting Standards (IND AS) specified under
section 133 of the Act read with. 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 the 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
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.
Those Board of Directors are also responsible for
overseeing the Company’s financial reporting process.
Auditor’s Responsibilities 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 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 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 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 with reference to
financial statements 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
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 the
disclosures, and whether the financial statements
represent the underlying transactions and events
in a manner that achieves fair presentation.
• Obtain sufficient appropriate audit evidence
regarding the financial statements to express
an opinion on the financial statements. We
are responsible for the direction, supervision
and performance of the audit of the financial
statements.
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 for the financial year ended March 31,
2025 and are therefore the key audit matters. We
describe these matters in our auditor’s 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 of India in terms of sub-section (11)
of section 143 of the Act, based on our audit
and on the consideration of report of the other
auditors on separate financial statements, as
noted in the ‘Other Matter’ paragraph we give
in the “Annexure 1 ” 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 it appears from our
examination of those books ;
(c) The Balance Sheet, the Statement of Profit
and Loss including the Statement of 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 Accounting
Standards specified under Section 133
of the Act, read with Companies (Indian
Accounting Standards) Rules, 2015, as
amended;
(e) On the basis of the written representations
received from the directors as on March
31, 2025 taken on record by the Board of
Directors, none of the directors is disqualified
as on March 31,2025 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 with reference to these
financial statements and the operating
effectiveness of such controls, refer to our
separate Report in “Annexure 2” to this
report;
(g) In our opinion, the managerial remuneration
for the year ended March 31, 2025 has
been paid / provided by the Company to its
directors in accordance with the provisions
of section 197 read with Schedule V to the
Act;
(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, as
amended in our opinion and to the best
of our information and according to the
explanations given to us:
i. The Company has disclosed the impact
of pending litigations on its financial
position in its financial statements -
Refer Note 2.30 (a) to the financial /
statements;
ii. The Company did not have any long¬
term contracts including derivative
contracts for which there were any
material foreseeable losses;
iii. There has been no delay in transferring
amounts, 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, other than as disclosed
in the note 2.40 to the financial
statements, 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
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 note 2.40 to the financial
statements, no funds 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 such 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 (a) and (b) contain any
material misstatement.
v. No dividend has been declared or paid
during the year by the Company.
vi. Based on our examination which
included test checks, the Company
has used accounting software for
maintaining its books of account which
has a feature of recoding audit trail (edit
log) facility and the same has 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
and the audit trail has been preserved
by the Company as per applicable
statutory record retention requirements.
For B D G & CO LLP
Chartered Accountants
ICAI Firm Registration Number: 119739W / W100900
per Nikhil Rathod
Partner
Membership Number: 161220
UDIN: 25161220BMHBPD8487
Place of Signature: Mumbai
Date: May 28th, 2025
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