We have audited the accompanying Ind AS Financial Statements of FRONTIER CAPITAL LIMITED ("the Company"), whichcomprise the Balance Sheet as at 31st March 2024, the Statement of Profit and Loss (including Other ComprehensiveIncome), Statement of Cash Flows and Statement of Changes in Equity for the year then ended, and notes to the Ind ASfinancial statements, including a summary of the material accounting policies and other explanatory information(hereinafter referred to as "the Ind AS Financial Statements).
In our opinion and to the best of our information and according to the explanations given to us the aforesaid Ind ASFinancial Statements give the information required by the Companies Act, 2013 ("the Act") in the manner so required andgive a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs ofthe Company as at 31 March, 2024, its profit including other comprehensive profit, its cash flows and the changes inequity 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 theCompanies Act, 2013. Our responsibilities under those Standards are further described in the Auditor's Responsibilitiesfor the Audit of the Ind AS financial statements section of our report. We are independent of the Company in accordancewith the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirementsthat are relevant to our audit of the Ind AS financial statements under the provisions of the Companies Act, 2013 and theRules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and theCode of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis forour opinion on the Ind AS Financial Statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the IndAS financial statements of the current period. These matters were addressed in the context of our audit of the Ind ASfinancial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on thesematters. For each matter below, our description of how our audit addressed the matter is provided in that context.
We have determined the matters described below to be the key audit matter to be communicated in our report. We havefulfilled the responsibilities described in the Auditor's responsibilities for the audit of the Ind AS financial statementssection of our report, including in relation to the matter. Accordingly, our audit included the performance of proceduresdesigned to respond to our assessment of the risks of material misstatement of the Ind AS financial statements. The
results of our audit procedures, including the procedures performed to address the matter below, provide the basis forour audit opinion on the accompanying Ind AS financial statements.
Descriptions of Key Audit Matters are given below-:
SI No.
Auditor's Response
1
Impairment of Financial Assets based on
- Read and assessed the Company's impairment
Expected Credit Loss ('ECL') (as described in
provision policy and their compliance with Ind AS
Note 3.4 of the Ind AS Financial Statements)
109 and the governance framework approved by theBoard of Directors pursuant to Reserve Bank of India
Due to the significance of the judgments
guidelines and directions issued from time to time.
used in both classifications of loans into
- Understood the Company's key credit processes
various stages as well as the computation of
comprising granting, recording and monitoring of
expected credit losses on such financial
loans as well as impairment provisioning
assets as per Ind AS 109, this has been
considered as a key audit matter.
provisioning policy as per Ind AS 109
Financial instruments, which include loans to
- Obtained an understanding of the Company's
customers, represent a significant portion of
Expected Credit Loss ('ECL') methodology, the
the total assets of the Company.
underlying assumptions and performed sample tests
The Company has gross loans aggregating Rs.
to assess the staging of outstanding exposures
276.21 lakhs as at March 31, 2024.
- Tested the ECL model, including assumptions andunderlying computation
Estimates regarding the impairment
- Assessed the Exposure at Default used in the
provision against loans are based on the
impairment calculations on a test basis
expected credit loss model developed by the
- Assessed the items of loans, credit related
Company based on the guiding principles
contingent items as at the reporting date which are
prescribed under Ind AS 109. As stated, in
considered in the impairment computation as at the
the notes to the financial statements for theyear ended March 31, 2024, the impairmentprovision is based on the expected credit lossmodel requires the management of theCompany to make significant judgments inconnection with related computation. Theseinclude:
(a) Segmentation of the loan portfolio intohomogenous pool of borrowers;
reporting date.
(b) Identification of exposures where there isa significant increase in credit risk and thosethat are credit impaired;
(c) Determination of the 12 month and life¬time probability of default for each of thesegments identified; and
(d) Loss given default for various exposuresbased on past trends / experience,management estimates etc.,
Note 3.4 to the Ind AS Financial Statementsexplains the various matters that themanagement has considered for developingthis expected credit loss model.
Information Other than the Ind AS financial statements and Auditor's Report Thereon
The Company's Board of Directors is responsible for the other information. The other information comprises theinformation included in the Annual report, but does not include the Ind AS financial statements and our auditor's reportthereon. The Company's annual report is expected to be made available to us after the date of this auditor's report.
Our opinion on the Ind AS financial statements does not cover the other information and we do not express any form ofassurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other informationidentified above when it becomes available and, in doing so, consider whether the other information is materiallyinconsistent with the standalone financial statements or our knowledge obtained in the audit, or otherwise appears tobe materially misstated.
Responsibilities of Management and Those Charged with Governance for the Ind AS financial statements
The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("theAct") 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 inIndia, specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accounting policies; making judgments andestimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financialcontrols, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevantto the preparation of the Ind AS financial statements that give a true and fair view and are free from materialmisstatement, whether due to fraud or error.
In preparing the Ind AS financial statements, Board of Directors is responsible for assessing the Company's ability tocontinue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis
of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has norealistic 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 Ind AS financial statements
Our objectives are to obtain reasonable assurance about whether the Ind AS financial statements as a whole are free frommaterial 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 SAswill always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are consideredmaterial if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions ofusers taken on the basis of these financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticismthroughout the audit. We also:
• Identify and assess the risks of material misstatement of the Ind AS financial statements, whether due to fraudor error, design and perform audit procedures responsive to those risks, and obtain audit evidence that issufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatementresulting 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 areappropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsiblefor expressing our opinion on whether the company has adequate internal financial controls with reference tofinancial statements in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of material accounting policies used and the reasonableness of accountingestimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based onthe audit evidence obtained, whether a material uncertainty exists related to events or conditions that may castsignificant doubt on the Company's ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor's report to the related disclosures in the IndAS financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are basedon the audit evidence obtained up to the date of our auditor's report. However, future events or conditions maycause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the Ind AS financial statements including thedisclosures, and whether the Ind AS financial statements represent the underlying transactions and events in amanner that achieves fair presentation.
Materiality is the magnitude of misstatements in the Ind AS financial statements that, individually or in aggregate, makesit probable that the economic decisions of a reasonably knowledgeable user of the Ind AS financial statements may beinfluenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and inevaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Ind AS financialstatements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing ofthe audit and significant audit findings, including any significant deficiencies in internal control that we identify during ouraudit.
We also provide those charged with governance with a statement that we have complied with relevant ethicalrequirements regarding independence, and to communicate with them all relationships and other matters that mayreasonably 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 mostsignificance in the audit of the Ind AS financial statements of the current period 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 matteror when, in extremely rare circumstances, we determine that a matter should not be communicated in our report becausethe adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of suchcommunication.
Report on Other Legal and Regulatory Requirements
1. As required by the Master Direction- Non-Banking Financial Companies Auditor's Report (Reserve Bank) Directions,2016 ("the Directions") issued by the Reserve Bank of India ("the Bank") in exercise of powers conferred by Section45MA(1A) of the Reserve Bank of India Act, 1934 and on the basis of such checks as we considered appropriate andaccording to the information and explanations given to us, we hereby report on the matters specified in paragraphs 3and 4 of the said Directions to the extent applicable:
i. The Company is engaged in the business of a non-banking financial institution and has duly obtained a Certificateof Registration (COR) from the Bank.
ii. The Company has more than 50% of its assets in financial assets and earned more than 50% of its income fromfinancial assets. In terms of its principal business criteria (financial asset/income pattern) as on 31st March, 2024,the Company is entitled to continue to hold CoR issued by the Bank.
iii. The Company meets the Net Owned Fund requirement as laid down in the Master Direction - Non-BankingFinancial Company - Reserve bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions,2023
iv. The Board of Directors of the company have duly passed a resolution for non-acceptance of the "Public Deposits"within the meaning of paragraph 3 (xv) of the Master Direction - Non-Banking Financial Companies Acceptanceof Public Deposits (Reserve Bank) Directions 2016, for the financial year ended 31st March, 2024.
v. The Company has not accepted any "Public Deposits" within the meaning of paragraph 3 (xv) of the MasterDirection - Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions 2016,during the year ended 31st March, 2024.
vi. The company has complied with the prudential norms relating to income recognition, accounting standards, assetclassification and provisioning for bad and doubtful debts as applicable to it in terms of Master Direction - Non¬Banking Financial Company - Reserve bank of India (Non-Banking Financial Company - Scale Based Regulation)Directions, 2023
vii. The Company is not systematically important non-deposit taking NBFC as defined in Master Direction - Non¬Banking Financial Company - Reserve bank of India (Non-Banking Financial Company - Scale Based Regulation)Directions 2023 & accordingly para 3(C)(iv) of the Directions is not applicable.
2. As required by the Companies (Auditor's Report) Order, 2020 ("the Order") issued by the Central Government of Indiain terms of sub-section (11) of Section 143 of the Act, we give in the Annexure "A", a statement on the matters specifiedin the paragraph 3 and 4 of the Order to the extent applicable.
3. With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of section197(16) of the Act, as amended: In our opinion and to the best of our information and according to the explanations givento us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions ofsection 197 of the Act.
4. As required by Section 143 (3) of the Act, we report that:
i) We have sought and obtained all the information and explanations which to the best of our knowledge and beliefwere necessary for the purposes of our audit.
ii) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears fromour examination of those books except for the matters stated in the paragraph 4(v) below on reporting under Rule11(g) of the Companies (Audit and Auditors) Rules, 2014.
iii) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, Statement of Cash Flowand Statement of Changes in Equity dealt with by this Report are in agreement with the books of account.
iv) In our opinion, the aforesaid Ind AS financial statements comply with the Indian Accounting Standards specifiedunder section 133 of the Act read with Rule 7 of the Companies (Accounts) rules, 2014.
v) On the basis of the written representations received from the directors as on 31 March, 2024 taken on record bythe Board of Directors, none of the directors is disqualified as on 31 March, 2024 from being appointed as a directorin terms of Section 164(2) of the Act.
vi) The modifications relating to the maintenance of accounts and other matters connected therewith are as stated inthe paragraph 4(ii) above on reporting under Section 143(3)(b) of the Act and paragraph 4(viii) below on reportingunder Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.
vii) With respect to the adequacy of the internal financial controls with reference to the financial statements of theCompany and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".
viii) 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 explanationsgiven to us:
a. The Company does not have any pending litigations which would impact its financial position.
b. The Company did not have any long-term contracts including derivative contracts for which there were anymaterial foreseeable losses.
c. There were no amounts which were required to be transferred to the Investor Education and ProtectionFund by the Company except Unpaid dividend of Rs,18,116/-.
d.
(i) The management has represented that, to the best of its knowledge & belief, no funds have beenadvanced or loaned or invested (either from borrowed funds or share premium or any other sources orkind 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 theIntermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified inany manner whatsoever by or on behalf of the company ("Ultimate Beneficiaries") or provide anyguarantee, security or the like on behalf of the Ultimate Beneficiaries.
(ii) The management has represented, that, to the best of it's knowledge and belief, no funds have beenreceived 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 byor on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security or thelike on behalf of the Ultimate Beneficiaries
(iii) Based on such audit procedures we have considered reasonable and appropriate in the circumstances,nothing has come to our notice that the representations made by management as stated in (i) and (ii)herein above, contain any material misstatement
e. The Company has not declared or paid any dividend during the year.
f. Based on my examination which included test checks, the company has not used an accounting software formaintaining its books of account which has a feature of recording audit trail (edit log) facility.
For A. C. Bhuteria & Co.
Chartered Accountants
FRN:303105E
Sd/-
Mohit Bhuteria
Partner
Membership No. 311785
UDIN: 24056832BKASLJ1056
Place of Signature: KolkataDate: 29.05.2024