To the Members of
DONEAR INDUSTRIES LIMITED
Report on the Audit of the Financial Statements
We have audited the Financial Statements of DONEAR INDUSTRIES LIMITED ("theCompany")which comprise the Balance Sheet as at March 31 2020 the Statement ofProfit and Loss (including Other Comprehensive Income) Statement of Changes in Equity andStatement of Cash Flows for the year then ended and notes to the Financial Statementsincluding a summary of the significant accounting policies and other explanatoryinformation (hereinafter referred to as "Financial Statements").
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid Financial Statements give the information required by theCompanies Act 2013 ("the Act") in the manner so required and give a true andfair view in conformity with the accounting principles generally accepted in India ofthe state of affairs of the Company as at March 312020 and its profit including othercomprehensive income changes in equity and its cash flows for the year ended on thatdate.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder Section 143(10) of the Act. Our responsibilities under those Standards are furtherdescribed in the Auditor's Responsibilities for the Audit of the Financial StatementsSection of our report. We are independent of the Company in accordance with theCode ofEthics issued by the Institute of Chartered Accountants of India together with ethicalrequirements that are relevant to our audit of the Financial Statements under theprovisions of the Companies Act 2013 and the Rules there under and we have fulfilled ourother ethical responsibilities in accordance with these requirements and the Code ofEthics. We believe thatthe audit evidence we have obtained is sufficient and appropriateto provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the Financial Statements of the current period. These matterswere 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.
|1 Inventory Valuation ||Principal Audit Procedures |
|As at March 31 2020 the Company held Rs. 20162.12 Lakhs of inventory representing 42.05% of total assets. Out of which Stock amounting to Rs. 1993.11 Lakhs is lying at third party on sale or return basis. Given the size of the inventory balance relative to the total assets of the Company and the number of stores / locations at which inventory was held and the estimates and judgments described below and the valuation of inventory required significant audit attention. ||We have performed the following procedures over the valuation of inventory:- |
|As disclosed in Note No. 2(F) inventories are held at the lower of cost or net realisable value determined using the weighted average cost method except for Dyes and Chemicals included in cost of Raw || For sample inventory items re-performed the weighted average cost calculation and compared the weighted average cost to the average purchase price of invoices; |
|Material is determined on First-in-first-out (FIFO) basis. || Held discussion with management including operational personnel to understand and corroborate the assumption applied in valuation; |
|At year end the valuation of inventory is reviewed by management and the cost of inventory is reduced where inventory forecasts to be sold below cost. The Company has systems and processes including a barcode inventory management system to accurately record inventory movements for stock lying at third party. This process is managed centrally by head office for consistency. || Evaluated key assumption made by management that current shrinkage levels were consistent with historical levels; |
|There are judgement applied in assessing the level of provision for inventory shrinkage. Management provide for shrinkage each month on their working and judgement. || On a sample basis we tested the net realizable value of inventory lines with recent selling prices of finished goods wherein these raw materials are used; |
| || We tested the inventory valuation sheet and cost added to inventory for such valuation. |
| ||We also made enquiries with the management and considered the results of our testing above to determine whether any specific write downs were required. |
| ||From the procedures performed we have no matters to report. |
The Company's management and Board of Directors are responsible for the otherinformation. The other information comprises the information included in the Company'sannual report but does not include the Financial Statements and our auditors' reportthereon.
Our opinion on the Financial Statements does not cover the other information and we donot express any form of assurance conclusion thereon.
In connection with our audit of the Financial Statements our responsibility is to readthe other information and in doing so consider whether the other information ismaterially inconsistent with the Financial Statements or our knowledge obtained in theaudit or otherwise appears to be materially misstated. If based on the work we haveperformed we conclude that there is a material misstatement of this other information; weare required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Those charged with Governance for the FinancialStatements
The Company's management and Board of Directors is responsible for the matters statedin Section 134(5) of the Act with respect to the preparation of these Financial Statementsthat give a true and fair view of financial position financial performance changes inequity and cash flows of the Company in accordance with the accounting principlesgenerally accepted in India including the Indian Accounting Standards (Ind AS) specifiedunder Section 133 of the Act. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safe guarding of theassets of the Company and for preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies; making judgments andestimates that are reasonable and prudent; and design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theaccuracy and completeness of the accounting records relevant to the preparation andpresentation of theFinancial Statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.
In preparing the Financial Statements the Management and Board of Directors areresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.
The Board of Directors is also responsible for overseeing the Company's financialreporting process.
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the FinancialStatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel 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 fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these Financial Statements.
As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the StandaloneFinancial Statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide 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 involvecollusion forgery intentional omissions 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 such controls.
Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our auditor's report to the related disclosures inthe 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'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.
Evaluate the overall presentation structure and content of the StandaloneFinancial Statements including the disclosures and whether the financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.
We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.
From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the Standalone Financial Statementsof the current period and are therefore the key audit matters. We describe these mattersin our auditor's report unless law or regulation precludes public disclosure about thematter or when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors' Report) Order 2016 ("the Order")issued by the Central Government of India in terms of Section 143 (11) of the CompaniesAct 2013 we give in the "Annexure A" a statement on the matters specified inparagraphs 3 and 4 of 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 of the aforesaidFinancial Statements.
b) In our opinion proper books of account as required by law relating to preparationof the aforesaid Financial Statements have been kept by the Company so far as it appearsfrom our examination of those books.
c) The Balance Sheet the Statement of Profit and Loss (including other comprehensiveincome) the Statement of Changes in Equity and the Cash Flow Statement dealt with by thisReport are in agreement with the books of accounts maintained for the purpose ofpreparation of the Financial Statements.
d) In our opinion the aforesaid Financial Statements comply with the AccountingStandards specified under Section 133 of the Act read with Rule 7 of the Companies(Account) Rules 2014.
e) On the basis of the written representations received from the directors as on March31 2020 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2020 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"
g) With respect to the other matters to be included in the Auditors' Report inaccordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 in our opinionand 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 financialposition in its Financial Statement (Refer Note No. 30 to the Financial Statements).
ii. The Company did not have any material foreseeable losses on long-term contractsincluding derivatives contracts.
iii. There has been no delay in transferring amounts required to be transferred tothe Investor Education and Protection Fund by the company except for delay intransferring unpaid dividend pertaining to F.Y2011-12 which was not deposited due totechnical glitch on MCA Portal. However this amount was paid on May 14 2020. Pleaserefer Note No. 15 of Financial Statements.
ANNEXURE A TO THE AUDITOR'S REPORT
Referred to in paragraph 2 of Report on other Legal and Regulatory Requirements'in our Report of even date on the accounts of DONEAR INDUSTRIES LIMITED for the year endedMarch 312020
i. (a) The Company is maintaining proper records showing full particulars includingquantitative details and situation of fixed assets.
(b) The fixed assets of the company are physically verified by the Management accordingto a phased programme designed to cover all the items over a period of three years whichin our opinion is reasonable having regard to the size of the company and the nature ofits assets. Pursuant to the programme a portion of the fixed assets has been physicallyverified by the management during the year and discrepancies noticed between the bookrecords and the physical inventories were not material and have been properly dealt within the accounts.
(c) According to information and explanations given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable properties areheld in the name of the Company.
ii. During the year the inventories have been physically verified by the management.In our opinion the frequency of verification is reasonable. The discrepancies noticed onphysical verification of inventories as compared to the book records have been properlydealt with in the books of accounts.
iii. As informed to us the Company has not granted loans secured or unsecured tocompanies firms limited liability partnerships or other parties covered in the registermaintained under Section 189 of the Act. Hence sub clauses (a) to (c) of clause 3(iii) arenot applicable to the Company.
iv. The company has complied with provisions of Section 186 of the Companies Act 2013in respect of investments made and Section 185 of the Companies Act 2013 is notapplicable as there were no such loans securities or guarantees provided during the year.
v. The Company has not accepted any deposits from the public within the meaning ofSections 73 74 75 and 76 of the Act and the rules framed there under to the extentnotified and therefore clause 3(v) is not applicable.
vi. The Central Government has prescribed maintenance of cost records for the companyunder sub Section (1) of Section 148 of the Companies Act 2013 and such accounts andrecords have been made and maintained by the Company. However no detailed examinations ofsuch records have been carried out by us.
vii. (a) The Company is regular in depositing with appropriate authorities undisputedstatutory dues including Provident Fund Employees' State
Insurance Income Tax Customs Duty Cess Goods & Service Tax and any othermaterial statutory dues applicable to it.
(b) According to the records of the Company there are no dues of Duty Income Tax andCustoms Duty which have not been deposited on account of any dispute except disclosedbelow:
The disputed amounts that have not been deposited in respect of Income Tax Sales Taxand Excise Duty are as under:
|. Name of the Statute ||Nature of the dues ||Forum where the dues is pending ||Rs. In Lakhs |
|1 Central Excise Act1944 ||Dues of Excise Duty ||Commissioner of Central Excise (Appeals) ||4.17 |
viii. According to the records of the Company examined by us and information andexplanation given to us the Company has not defaulted in repayment of dues to banksduring the year. The Company has not taken any loan or borrowing from governmentfinancial institutions and has not issued debentures during the year.
ix. On the basis of our examination of the documents and records and according to theinformation and explanations given to us we are of the opinion that term loans have beenapplied for the purposes for which they were obtained. The company has not raised moneysby way of Initial Public Offer or further public offer (including debt instruments) duringthe year.
x. To the best of our knowledge and according to the information and explanation givento us no fraud by the Company and no fraud on the Company by its officers or employeeshas been noticed or reported during the year.
xi. In our opinion and according to the information and explanations given to us themanagerial remuneration has been paid or provided in accordance with the requisiteapprovals mandated by the provisions of Section 197 read with schedule V to the CompaniesAct 2013.
xii. In our opinion and according to the information and explanations given to usthenature of the activities of the company does not attract any special statue applicable toNidhi Company. Accordinglyclause 3(xii) of the order is not applicable to the company.
xiii. According to the information and explanation given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with Sec 177 and 188 of Companies Act 2013 where applicable and details ofsuch transactions have been disclosed in the financial statements as required by theapplicable accounting standards.
xiv. In our opinion and according to the information and explanations given to us andbased on our examination of the records of the Company the company has not made anypreferential allotment or private placement of shares or fully or partly convertibledebentures during the year. Accordingly clause 3 (xiv) of the Order is not applicable tothe Company.
xv. In our opinion and according to the information and explanations given to us andbased on our examination of the records of the Company the company has not entered intoany non-cash transactions with directors or persons connected with him. Accordinglyclause 3 (xv) of the Order is not applicable to the Company.
xvi. According to the information and explanations given to us the company is notrequired to obtain registration under Sec 45-IA of the Reserve Bank of India Act 1934.Accordingly clause 3 (xvi) of the Order is not applicable to the Company.
ANNEXURE B TO THE AUDITORS' REPORT
(Referred to in paragraph 2(f) of Report on Other Legal and RegulatoryRequirements' section of our report of even date)
Report on the Internal Financial Controls under Clause (i) of Sub-Section 3 of Section143 of the Companies Act 2013 ("the Act")
We have audited the internal financial controls over financial reporting of DONEARINDUSTRIES LIMITED ("the Company") as of March 312020 in conjunction with ouraudit of the Financial Statements of the Company for the year ended on that date.
Management's Responsibility for Internal Financial Controls
The Company's Board of Directors are responsible for establishing and maintaininginternal financial controls based on the internal control over financial reportingcriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls over FinancialReporting issued by the Institute of Chartered Accountants of India (ICAI'). Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to Company's policies the safeguarding ofits assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Act.
Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under Section 143(10) of the Act to the extent applicable to an audit ofinternal financial controls both issued by the ICAI. Those Standards and the Guidance Noterequire that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether adequate internal financial controls over financialreporting was established and maintained and if such controls operated effectively in allmaterial respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the Financial Statements whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A Company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of Financial Statements for external purposes in accordance with generallyaccepted accounting principles. A Company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the Company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of Financial Statements inaccordance with generally accepted accounting principles and that receipts andexpenditures 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 theFinancial Statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.
In our opinion to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 312020 based on the internal controlover financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note.
| ||For Kanu Doshi Associates LLP |
| ||Chartered Accountants |
| ||Firm registration No: 104746W/W100096 |
| ||Kunal Vakharia |
| ||Partner |
| ||Membership No: 148916 |
| ||UDIN: 20148916AAAACI6844 |
|Place: Mumbai || |
|Date: June 30 2020 || |