To the Members of CHL LIMITED
Report on the audit of the Standalone Financial Statements
We have audited the accompanying StandaloneFinancial Statements of CHLLIMITED("the company") which comprise the Balance Sheet as at 31 March 2022the Statement of Profit and Loss including the Statement of other Comprehensive Incomethe Cash Flow Statement and the Statement of Changes in Equity for the year then endedand a summary of significant accounting policies and other explanatory information(hereinafter referred to as 'Standalone Financial Statements'').
In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements give theinformation required by the Act in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India including IndianAccounting Standards (Ind AS) specified under section 133 of the Act of the state ofaffairs of the Company as at March 31 2022 and its Profit (including other comprehensiveincome) changes in equityand 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 Companies Act 2013. Our responsibilitiesunder those Standards are further described in the Auditor's Responsibilities for theAudit of the Financial Statementssection of our report. We are independent of the Companyin accordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Companies Act 2013 and the Rules thereunder and we have fulfilled our other ethical responsibilities in accordance with theserequirements and the Code of Ethics. We believe that the audit evidence we have obtainedis sufficient and appropriate to provide a basis for our opinion.
Emphasis of Matter
We draw your attention to Note No. 39 to the financial statementswhich explain the uncertainties and management's assessment of the financial impactdue to disruptions arising from COVID-19 pandemic situation. In developing assumptions andestimates relating to future uncertainties in the economic conditions because of thispandemic the company as at the date of approval of these financial statements has usedinternal and external sources of information and based on current estimates expects torecover the carrying amounts of these assets. The impact of the pandemic may be differentfrom that estimated as at the date of approval of these financial statements and thecompany will continue to closely monitor any material changes to future economiccondition. Our opinion is not modified in respect of this matter.
Key Audit Matters
Key audit matters are those matters that in our professional judgmentwere 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 awhole and in forming our opinion thereon and we do not provide a separate opinion onthese matters.
Information other than the Financial Statements and Auditor'sReport thereon
The Company's Board of Directors are responsible for the otherinformation. The other information comprises the information included in the Annual Report but does not include the standalone financial statements and our auditor's reportthereon.
Our opinion on the standalone financial statements does not cover theother information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statementsour responsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the standalone financial statements orour knowledge obtained in the audit or otherwise appears to be materially misstated. Ifbased on the work we have performed we conclude that there is a material misstatement ofthis other information we are required to report that fact. We have nothing to report inthis regard.
Management's Responsibility for the Standalone FinancialStatements
The Company's Board of Directors is responsible for the matters insection 134(5) of the Companies Act 2013 ("the Act") with respect to thepreparation of thesestandalone financial statements that give a true and fair view of thefinancial position financial performance including other comprehensive income and cashflows and change in equity of the Company in accordance with the accounting principlesgenerally accepted in India including the IndianAccounting Standards (Ind AS) specifiedunder Section 133 of the Act read with Companies (Indian Accounting Standards) Rules2015 as amended. This responsibility also includes the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding of the assets of theCompany and for preventing and detecting the frauds and other irregularities; selectionand application of appropriate accounting policies; making judgments and estimates thatare reasonable and prudent; and design implementation and maintenance of internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe Standalone Financial Statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.
In preparing the financial statementsmanagement is responsible forassessing the Company's ability to continue as a going concern disclosing asapplicable matters related to going concern and using the going concern basis ofaccounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.
Theboards of directors are also responsible for overseeing theCompany's financial reporting process.
Auditor's Responsibilities for the audit of the standalonefinancial statements
Our objectives are to obtain reasonable assurance about whether thefinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonableassurance is a high level of assurance but is not a guarantee that an audit conducted inaccordance with SAs will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered material if individuallyor in the aggregate they could reasonably be expected to influence the economic decisionsof users taken on the basis of these financialstatements.
As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher thanfor one resulting from error as fraud may involve collusion forgery intentionalomissions misrepresentations or the override of internalcontrol.
Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under section 143(3)(i)of the Companies Act 2013 we are also responsible for expressing our opinion on whetherthe company has adequate internal financial controls system in place and the operatingeffectiveness of suchcontrols.
Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made bymanagement.
Conclude on the appropriateness of management's use of the going concernbasis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany'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 therelated disclosures in the financial statements or if such disclosures are inadequate tomodify our opinion. Our conclusions are based on the audit evidence obtained up to thedate of our auditor's report. However future events or conditions may cause theCompany to cease to continue as a goingconcern.
Evaluatetheoverallpresentationstructureandcontentofthefinancialstatementsincluding the disclosures and whether the financial state- ments represent the underlyingtransactions and events in a manner that achieves fairpresentation.
We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.
We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable relatedsafeguards. From the matterscommunicated with those charged with governance we determine those matters that were ofmost significance in the audit of the financial statements of the current period and aretherefore the key audit matters. We describe these matters in our auditor's reportunless law or regulation precludes public disclosure about the matter or when inextremely rare circumstances we determine that a matter should not be communicated in ourreport because the adverse consequences of doing so would reasonably be expected tooutweigh 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 (theOrder') issued by the Central Government of India in terms of section 143(11) of theAct we give in the Annexure A a statement on the matters specified in paragraphs 3 and 4of the Order to the extent applicable.
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 bestof 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 theCompany so far as appears from our examination of those books
(c) The Balance Sheet and the Statement of Profit and Loss (including othercomprehensive income) the Cash Flow Statement and the Statement of Changes in Equitydealt with by this Report are in agreement with the books of account.
(d) In our opinion the aforesaid Standalonefinancial statements comply with the IndianAccounting Standards specified under Section 133 of the Act read with rule 7 of theCompanies (Accounts) Rules2014;
(e) On the basis of written representations received from the directors as on 31 March2022 taken on record by the Board of Directors none of the directors is disqualified ason 31 March 2022 from being appointed as a director in terms of Section 164(2) of theAct.
(f) With respect to the adequacy of the internal financial controls over financialreporting of the company and the operating effectiveness of such controls refer to ourseparate report in "Annexure B"; and
(g) With respect to the other matters included in the Auditor's Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand to our best of our information and according to the explanations given to us:
(i) The Company has disclosed the impact ofpending litigations as at 31st March 2022on its financial position in its Standalone FinancialStatements Refer Note No. 26tothe Standalone Financial Statements;
(ii) The Company did not have any long-term contracts including derivatives contractsfor which there were any material foreseeable losses;
(iii) a. The management has represented that to the best of its knowledge and beliefno funds have been advanced or loaned or invested (either from borrowed funds orsecurities premium or any other sources or kind of funds) by the Company to or in anyperson or entity including foreign entities (the intermediaries') with theunderstanding whether recorded in writing or otherwise that the intermediary shallwhether directly or indirectly lend or invest in other persons or entities identified inany manner whatsoever by or on behalf of the Company (the UltimateBeneficiaries') or provide any guarantee security or the like on behalf the UltimateBeneficiaries;
b. The management has represented that to the best of its knowledge and belief nofunds have been received by the Company from any person or entity including foreignentities (the Funding Parties') with the understanding whether recorded inwriting or otherwise that the Company shall whether directly or indirectly lend orinvest in other persons or entities identified in any manner whatsoever by or on behalf ofthe Funding Party (Ultimate Beneficiaries') or provide any guarantee securityor the like on behalf of the Ultimate Beneficiaries; and
c. Based on such audit procedures performed as considered reasonable and appropriate inthe circumstances nothing has come to our notice that has caused us to believe thatthemanagement representations under sub-clauses (a) and (b) above contain any materialmisstatement.
| ||For D G A & Co. |
| ||Chartered Accountants |
| ||Firm Reg. No. 003486N |
|Place: New Delhi ||(D K Agarwal FCA) |
|Date: 30.05.2022 ||Partner M. NO. 080355 |
| ||UDIN: 22080355AKQLFZ9433 |
ANNEXURE- A referred to in the Independent Auditor's Report on theStandalone Financial Statements of CHLLIMITED for the year ended 31st March 2022
In terms of the information and explanations sought by us and given bythe Company and the books of account and records examined by us in the normal course ofaudit and to the best of our knowledge and belief we report that:
(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of property plant and equipment.
(b) The Company has a regular program of physical verification of its property plantand equipment under which the assets are physically verified in a phased manner over aperiod of three years which in our opinion is reasonable having regard to the size ofthe Company and the nature of its assets. In accordance with this program certainproperty plant and equipment were verified during the year and no material discrepancieswere noticed on such verification.
(c) The title deeds of all the immovable properties held by the Company disclosed inthe financial statements are held in the name of the Company.
(d) The Company has not revalued its Property Plant and Equipment and Right of Useassets or intangible assets during the year.
(e) No proceedings have been initiated or are pending against the Company for holdingany benami property under the Benami
Transactions (Prohibition) Act 1988 (45 of 1988) and rules made thereunder.Accordingly reporting under clause 3(i)(e) of the Order is not applicable to the Company.
(ii) (a) The management has conducted physical verification of inventory at reasonableintervals during the year. In our opinion the coverage and procedure of such verificationby the management is appropriate and no discrepancies of 10% or more in the aggregate foreach class of inventory were noticed.
(b) The Company does not have a working capital limit in excess of Rs 5 croresanctioned by banks based on the security of current assets.
(iii) The Company has not made any investment in provided any guarantee or security orgranted any loans or advances in the nature of loans secured or unsecured to companiesfirms Limited Liability Partnerships (LLPs) or any other parties during the year.
Accordingly reporting under clause 3(iii) of the Order is not applicable to theCompany.
(iv) The company has not given any loans to directors or any other person in whom thedirector is interested or made any investments.
Accordingly reporting under clause 3(iv) of the Order is not applicable to theCompany.
(v) In our opinion and according to the information and explanations given to us theCompany has not accepted any deposits. Accordingly reporting under clause 3(v) of theOrder is not applicable to the Company.
(vi) The Central Government has not specified maintenance of cost records under subsection 148 of the Act in respect of the products of the Company.
(vii) (a) In our opinion and according to the information and explanations given tous the Company is regular in depositing undisputed statutory dues including goods andservices tax provident fund employees' state insurance income-tax and othermaterial statutory dues as applicable with the appropriate authorities. Further noundisputed amounts payable in respect thereof were outstanding at the year-end for aperiod of more than six months from the date they became payable.
(b) According to the information and explanations given to us thereare no statutory dues referred in sub-clause (a) which have not been deposited with theappropriate authorities on account of any dispute except for the following:
|Name of the statute ||Nature of dues ||Gross Amount (Rs. in lakh) ||Amount paid under Protest (Rs. in lakh) ||Period to which the amount relates ||Forum where dispute is pending |
|Income Tax Act 1961 ||U/s 253 143(3) ||3.11 ||- ||AY 2008-09 ||AO |
|Income Tax Act 1961 ||U/s 271(1)(C) ||17.93 ||- ||AY 2012-13 ||Hon'ble ITAT Delhi |
|Income Tax Act 1961 ||U/s 143(3) ||10.26 ||- ||AY 2017-18 ||CIT (A) |
|Income Tax Act 1961 ||U/s 143(3) ||12.15 ||- ||AY 2010-11 ||AO |
|Income Tax Act 1961 ||U/s 147 ||462.33 ||- ||AY 2015-16 ||AO |
(viii) According to the information and explanations given to us notransactions were surrendered or disclosed as income during the year in the taxassessments under the Income Tax Act 1961 (43 of 1961) which have not been recorded inthe books of accounts.
(ix) (a) According to the information and explanations given to us the Company has notdefaulted in repayment of its loans or borrowings or in the payment of interest thereon toany lender.
(b) According to the information and explanations given to us including representationreceived from the management of the Company and on the basis of our audit procedures wereport that the Company has not been declared a willful defaulter by any bank or financialinstitution or other lender.
(c) In our opinion and according to the information and explanations given to us moneyraised by way of term loans were applied for the purposes for which these were obtained.
(d) In our opinion and according to the information and explanations given to us andon an overall examination of the financial statements of the Company funds raised by theCompany on short term basis have not been utilised for long term purposes.
(e) According to the information and explanations given to us and on an overallexamination of the financial statements of the Company the Company has not taken anyfunds from any entity or person on account of or to meet the obligations of itssubsidiaries.
(f) According to the information and explanations given to us the Company has notraised any loans during the year on the pledge of securities held in its subsidiaries.
(x) (a) The Company has not raised any money by way of initial public offer or furtherpublic offer (including debt instruments) during the year. Accordingly reporting underclause 3(x)(a) of the Order is not applicable to the Company.
(b) According to the information and explanations given to us the Company has not madeany preferential allotment or private placement of shares or (fully partially oroptionally) convertible debentures during the year. Accordingly reporting under clause3(x)(b) of the Order is not applicable to the Company.
(xi) (a) No fraud by the Company or on the Company by its officers or employees hasbeen noticed or reported during the period covered by our audit.
(b) No report under section 143(12) of the Act has been filed with the CentralGovernment for the period covered by our audit.
(c) According to the information and explanations given to us including therepresentation made to us by the management of the Company there are no whistle-blowercomplaints received by the Company during the year.
(xii) The Company is not a Nidhi Company and the Nidhi Rules 2014 are not applicableto it. Accordingly reporting under clause 3(xii) of the Order is not applicable to theCompany.
(xiii) In our opinion and according to the information and explanations given to usall transactions entered into by the Company with the related parties are in compliancewith sections 177 and 188 of the Act where applicable. Further the details of suchrelated party transactions have been disclosed in the standalone financial statements asrequired under Indian Accounting Standard (Ind AS) 24 Related Party Disclosures specifiedin Companies (Indian Accounting Standards) Rules 2015 as prescribed under section 133 ofthe Act.
(xiv) (a) In our opinion and according to the information and explanations given to usthe Company has an internal audit system as required under section 138 of the Act which iscommensurate with the size and nature of its business.
(b) We have considered the reports issued by the Internal Auditors of the Company tilldate for the period under audit.
(xv) According to the information and explanation given to us the Company has notentered into any non-cash transactions with its directors or persons connected with themand accordingly provisions of section 192 of the Act are not applicable to the Company.
(xvi) The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934. Accordingly reporting under clauses 3(xvi)(a) (b) and (c) ofthe Order are not applicable to the Company. (d) Based on the information and explanationsgiven to us and as represented by the management of the Company the Group (as defined inCore Investment Companies (Reserve Bank) Directions 2016) does not have any CoreInvestment Company.
(xvii) The Company has not incurred any cash loss in the current year. Cash lossincurred in the immediately preceding financial year was Rs 457.19 lac.
(xviii) There has been no resignation of the statutory auditors during the year.Accordingly reporting under clause 3(xviii) of the Order is not applicable to theCompany.
(xix) According to the information and explanations given to us and onthe basis of the financial ratios ageing and expected dates of realisation of financialassets and payment of financial liabilities other information accompanying the standalonefinancial statements our knowledge of the plans of the Board of Directors and managementand based on our examination of the evidence supporting the assumptions nothing has cometo our attention which causes us to believe that any material uncertainty exists as onthe date of the audit report that Company is not capable of meeting its liabilitiesexisting at the date of balance sheet as and when they fall due within a period of oneyear from the balance sheet date. We however state that this is not an assurance as tothe future viability of the company. We further state that our reporting is based on thefacts up to the date of the audit report and we neither give any guarantee nor anyassurance that all liabilities falling due within a period of one year from the balancesheet date will get discharged by the Company as and when they fall due.
(xx) According to the information and explanations given to us thereis no unspent amount pertaining to other than ongoing projects as at end of the currentfinancial year. Accordingly reporting under clause 3(xx)(a) of the Order is notapplicable to the Company.
(xxi) The reporting under clause 3(xxi) of the Order is not applicablein respect of audit of standalone financial statements of the Company.
Accordingly no comment has been included in respect of said clauseunder this report.
| ||For D G A & Co. |
| ||Chartered Accountants |
| ||Firm Reg. No. 003486N |
|Place: New Delhi ||(D K Agarwal FCA) |
|Date: 30.05.2022 ||Partner M. NO. 080355 |
| ||UDIN: 22080355AKQLFZ9433 |
ANNEXURE- B to the Independent Auditor's Report on the StandaloneFinancial Statements ofCHLLIMITED for the year ended 31st March 2022 Report on theInternal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of theCompanies Act 2013 ("the Act")
We have audited the internal financial controls over financialreporting of C H L Limited ("the Company") as of 31 March 2022 in conjunctionwith our audit of the standalone financial statements of the Company for the year ended onthat date.
Management's Responsibility for Internal Financial Controls
The Company's management is responsible for establishing andmaintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting issued by the Institute of Chartered Accountants of India(ICAI'). These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence tocompany's policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act 2013.
Our responsibility is to express an opinion on the Company's internalfinancial controls over financial reporting based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of Internal Financial Controls over FinancialReporting (the "Guidance Note") and the Standards on Auditing issued by ICAIand deemed to be prescribed under section 143(10) of the Companies Act 2013 to theextent applicable to an audit of internal financial controls both applicable to an auditof Internal Financial Controls and both issued by the Institute of Chartered Accountantsof India. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects Our auditinvolves performing procedures to obtain audit evidence about the adequacy of the internalfinancial controls system over financial reporting and their operating effectiveness. Ouraudit of internal financial controls over financial reporting included obtaining anunderstanding of internal financial controls over financial reporting assessing the riskthat a material weakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The procedures selecteddepend on the auditor's judgment including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internalfinancial controls system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A company's internal financial control over financial reporting is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over FinancialReporting
Because of the inherent limitations of internal financial controls overfinancial reporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.
In our opinion to the best of our information and according to theexplanations given to us the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at 31 March 2022 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.
| ||For D G A & Co. |
| ||Chartered Accountants |
| ||Firm Reg. No. 003486N |
| ||(D K Agarwal FCA) |
|Place: New Delhi ||Partner |
|Dated: 30.05.2022 ||Membership No. 080355 |
| ||UDIN:22080355AKQLFZ9433 |