THE MEMBERS OF ESAAR (INDIA) LIMITED
Report on the Audit of the Financial Statements
We have audited the accompanying financial statements of ESAAR (INDIA) LIMITED("the Company") which comprise the Balance Sheet as at March 31 2021 theStatement of Profit and Loss (including Other Comprehensive Income) the Statement ofChanges in Equity and the Statement of Cash Flows for the year then ended and a summaryof the significant accounting policies and other explanatory information (hereinafterreferred to as "the financial statements"). In our opinion and to the best ofour information and according to the explanations given to us the aforesaid financialstatements give the information required by the Companies Act 2013 ("the Act)in the manner so required and give a true and fair view in conformity with the IndianAccounting Standards prescribed under section 133 of the Act read with the Companies(Indian Accounting Standards) Rules 2015 as amended ("Ind AS") read with noteof Emphasis of Matter below and other accounting principles generally accepted in Indiaof the state of affairs of the Company as at March 31 2021 its profit totalcomprehensive income changes in equity and its cash flow for the year ended on that date.
Basis for Opinion
We conducted our audit of the financial statements in accordance with the Standards onAuditing (SAs) specified under section 143 (10) of the Companies Act 2013. Ourresponsibilities under those Standards are further described in the AuditorsResponsibilities for the Audit of the Financial Statements section of our report. Weare independent of the Company in accordance with the Code of Ethics issued by theInstitute of Chartered Accountants of India together with the ethical requirements thatare relevant to our audit of the financial statements under the provisions of theCompanies Act 2013 and the Rules thereunder and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the Code of Ethics. We believethat the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our opinion on the financial statements.
Emphasis of Matter
Without qualifying our report attention is invited to note no. 34 of financialstatement wherein the Company has taken/given inter corporate deposits has entered intotransactions such as sales purchase investments etc. from related parties. The Companyhas not completed its Completeness in identification and disclosure of related partytransactions in accordance with the applicable financial reporting frameworks which wouldrequire the prior approval of the audit committee for these transactions which has notbeen obtained. Our opinion is not modified in respect of the above.
Key Audit Matters
Key audit matters are those matters that in our professional judgement 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. Wehave determined the matters described below to be the key audit matters to be communicatedin our report.
|Key Audit Matter ||Auditors Response |
|Evaluation of Uncertain Tax Positions || |
Principal Audit Procedures
|The Company has material uncertain tax positions including matters under dispute which involves significant judgement to determine the possible outcome of these disputes. ||Obtained details of complete tax assessments and demands for the year ended 31st March 2021 from management. We involved our internal experts to review the managements underlying assumptions in estimating the tax provision and the possible outcome of these disputes. We also considered legal precedence and other rulings in evaluating managements position on these uncertain tax positions. |
|Related Party Disclosure || |
Principal Audit Procedures
|Completeness in identification accounting and disclosure of related party transactions in accordance with the applicable laws and financial reporting framework. ||We have assessed the systems and processes laid down by the company to appropriately identify account and disclose all material related party transactions in accordance with applicable laws and financial reporting framework. |
|Refer Note 25 & 34 to the Financial Statements ||We have designed and performed audit procedures in accordance with the guidelines laid down by ICAI in the Standard on Auditing (SA 550) to identify assess and respond to the risks of material misstatement arising from the entitys failure to appropriately account for or disclose material related party transactions which includes obtaining necessary approvals at appropriate stages of such transactions as mandated by applicable laws and regulations. |
Information Other than the Financial Statements and Auditors Report Thereon
The Companys Management is responsible for the preparation of the otherinformation. The other information comprises the information included in managementanalysis company performance report but does not include the financial statements and ourauditors report thereon. Our opinion on the financial statements does not cover theother information and we do not express any form of assurance conclusion thereon. Inconnection with our audit of the financial statements our responsibility is to read theother information and in doing so consider whether the other information is materiallyinconsistent with the financial statements or our knowledge obtained in the audit orotherwise appears to be materially misstated. If based on the work we have performed weconclude that there is a material misstatement of this other information; we are requiredto report that fact. We have nothing to report in this regard.
Managements Responsibility for the Financial Statements
The Management of the Company is responsible for the matters stated in Section 134(5)of the Companies Act 2013 ("the Act") with respect to the preparation of thesefinancial statements that give a true and fair view of the financial position financialperformance including other comprehensive income and changes in equity (reserves) of theCompany in accordance with the Ind AS and other accounting principles generally acceptedin India. This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error. In preparing the financial statements Management of Company isresponsible for assessing the Companys ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless the Management of Company either intends to liquidate theCompany or to cease operations or has no realistic alternative but to do so. TheManagement of Company are responsible for overseeing the Companys financialreporting process.
Auditors 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 auditors report that includes our opinion. Reasonable assurance is ahigh level of assurance but is not a guarantee that an audit conducted in accordance withSAs will always detect a material misstatement when it exists. Misstatements can arisefrom fraud 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 weexercise professional judgment and maintain professional skepticism throughout the audit.We also:
? Identify and assess the risks of material misstatement of the financial statementswhether due to fraud or error design and perform audit procedures responsive to thoserisks and obtain audit evidence that is sufficient and appropriate to provide a basis forour opinion. The risk of not detecting a material misstatement resulting from fraud ishigher than for one resulting from error as fraud may involve collusion forgeryintentional omissions misrepresentations or the override of internal control.
? Obtain an understanding of internal financial controls relevant to the audit in orderto design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Companies Act 2013 we are also responsible for expressing our opinionon whether the company has adequate internal financial controls system in place and theoperating effectiveness of such controls.
? Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management.
? Conclude on the appropriateness of managements 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 theCompanys ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditors 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 auditors report. However future events or conditions may cause theCompany to cease to continue as a going concern.
? Evaluate the overall presentation structure and content of the financial statementsincluding the disclosures and whether the financial statements represent the underlyingtransactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the financial statements thatindividually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the financial statements may be influenced. We considerquantitative 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 financialstatements. We communicate with those charged with governance regarding among othermatters 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 we havecomplied with relevant ethical requirements regarding independence and to communicatewith them all relationships and other matters that may reasonably be thought to bear onour independence and where applicable related safeguards. From the matters communicatedwith those charged with governance we determine those matters that were of mostsignificance in the audit of the financial statements of the current period and aretherefore the key audit matters. We describe these matters in our auditors 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. The comparative financialinformation of the Company for the year ended 31st March 2019 and the related transitiondate opening balance sheet as at 1st April 2018 included in these financial statementshave been prepared after adjusting previously issued financial statements prepared inaccordance with the Companies (Accounting Standards) Rules 2006 to comply with Ind AS.
Report on Other Legal and Regulatory Requirements
(1) As required by the Companies (Auditors Report) Order 2016 ("theOrder") issued by the Central Government of India in terms of sub-section (11) ofsection 143 of the Act we give in the "Annexure A" a statement on thematters specified in paragraphs 3 and 4 of the Order to the extent applicable.
(2) As required by Section 143 (3) of the Act based on our audit 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 it appears from our examination of those books.
c. The Balance Sheet the Statement of Profit and Loss including other comprehensiveincome and Statement of Changes in Equity (reserves) dealt with by this Report are inagreement with the books of account.
d. In our opinion the aforesaid financial statements comply with the Indian AccountingStandards prescribed under Section 133 of the Act read with Rule 7 of the Companies(Accounts) Rules 2014 except the impact of transition provided in the opening reserves asat 1st April 2018.
e. 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
f. 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 statements. Refer Note 29 to the financial statements.
ii. The company has made provision as required under the applicable law or accountingstandards for material foreseeable losses if any on long-term contracts includingderivative contracts. Refer Note 13 to the financial statements.
iii. There has been no delay in transferring the amount required to be transferredin accordance with the relevant provisions of the Companies Act 2013 and the rules madethereunder to the Investor Education and Protection Fund by the Company.
FOR HARISH ARORA & ASSOCIATES
Chartered Accountants FRN :015226C
Membership No. 407420
Date : 01/07/2021
Annexure A" to Independent Auditors Report
(Referred to in Paragraph 1 under the heading "Report on Other Legal andRegulatory Requirements" of our report of even date on the accounts of ESAAR (INDIA)LIMITED for the year ended March 31 2021)
i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of its fixed assets.
(b) According to the information and explanations given to us physical verification ofproperty plant & equipment is being conducted in a phased manner by the managementincluding intangible assets over a period of three years which in our opinion isreasonable having regard to the size of the Company and nature of its business and nomaterial discrepancies were noticed on such verification to the extent verification wasmade during the year.
(c) The Company does not have any immovable properties of freehold or leasehold landand building and hence reporting under clause (i) (c) of the CARO 2016 is not applicable.
ii) As explained to us the financial instruments held as inventories are indematerialized form except shares of some private limited companies held in sharecertificate form.
iii) The Company has complied with the provision of section 189 of the act in respectof loans granted by company.
iv) In our opinion and according to the information and explanation given to us thereare no loans investments guarantees and securities given in respect of which provisionsof section 185 and 186 of the Act are applicable and hence not commented upon.
v) According to the information and explanations given to us the Company has notaccepted any deposits from public during the year within the meaning of sections 73 to 76or any other relevant provisions of the Companies Act 2013 and the Companies (Acceptanceof Deposits) Rules 2014 and rules framed thereunder as applicable.
Having regard to the nature of the Company's business / activities reporting underclause (vi) CARO 2016 is not applicable.
vii) (a) According to the information and explanations given to us and the records ofthe Company examined by us in our opinion except for dues in respect of income taxsales tax value added tax and professional tax the Company is regular in depositingundisputed statutory dues including duty of customs duty of excise cess and othermaterial statutory dues as applicable with the appropriate authorities. As explained tous the company did not have any dues on account of any sales tax wealth tax & duty ofcustoms value added tax employee state insurance and duty of excise.
(b) According to the information and explanations given to us the particulars ofIncome Tax Sales Tax Service Tax duty of Customs duty of Excise and Value Added TaxGoods & Service Tax which have not been deposited on account of dispute are as under:
|Nature of the Statute ||Nature of dues ||Forum where dispute is pending ||Period to which the amount relates ||Amount Disputed |
|The Income Tax Act 1961 ||Income Tax ||CIT Appeals ||A.Y. 2014-15 ||9445062 |
|The Income Tax Act 1961 ||Income Tax ||CIT Appeals ||A.Y. 2016-17 ||5894648 |
viii) According to the records of the Company examined by us and the information andexplanations given to us the Company has defaulted in repayment of loans or borrowings tofinancial institutions banks or government. The Company has not issued any debentures.
ix) Based upon the audit procedures performed and the information and explanation givenby the management the company has not raised moneys by way of initial public offer orfurther public offer including debt instruments and term Loans. Accordingly theprovisions of clause 3 (ix) of the Order are not applicable to the Company and hence notcommented upon.
x) During the course of our examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to us by the management no fraud bythe Company or any fraud on the Company by its officers or employees has been noticed orreported during the year.
xi) In our opinion and according to the information and explanations given to us theCompany has paid/provided managerial remuneration in accordance with the requisiteapprovals mandated by the provisions of Section 197 read with Schedule V to the Act.
xii) Provisions of clause no. (xii) of the Order regarding Nidhi Company is notapplicable to the Company;
xiii) According to the records of the Company examined by us and the information andexplanations given to us during the year the related party transactions have been enteredat arms length basis in ordinary course of business and are in compliance withsection 177 and 188 of the Companies Act 2013 and have been disclosed in the FinancialStatements.
xiv) Based on our examinations and the information and explanations given to us theCompany has not made any preferential allotment or private placement of shares or fully orpartly convertible debentures during the year. Therefore provision of clause no. (xiv) isnot applicable to the Company.
xv) The Company has not entered into any non-cash transactions with directors orpersons connected with him as envisaged under section192 of the Act.
xvi) The Company is required to be registered under section 45-IA of the Reserve Bankof India Act 1934 and it has obtained the registration.
FOR HARISH ARORA & ASSOCIATES
Chartered Accountants FRN :015226C
Membership No. 407420
Date : 01/07/2021
"ANNEXURE B" TO THE INDEPENDENT AUDITORS REPORT OF EVEN DATE ON THEFINANCIAL STATEMENTS OF ESAAR (INDIA) LIMITEDLIMITED
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 ESAAR(INDIA) LIMITED as of March 31 2021 in conjunction with our audit of the Ind AS financialstatements of the Company for the year ended on that date.
Managements Responsibility for Internal Financial Controls
The Companys management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to companys policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Companies Act 2013.
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 Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. 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 auditors judgement including the assessment of the risks of materialmisstatement of the financial statements whether due to fraud or error. We believe thatthe audit evidence we have obtained is sufficient and appropriate to provide a basis forour audit opinion on the Companys internal financial controls system over financialreporting.
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 of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permitpreparation of financial statements in accordance with generally accepted accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorisations of management and directors of the company; and
(3) provide reasonable assurance regarding prevention or timely detection ofunauthorised acquisition use or disposition of the company's assets that could have amaterial effect on the financial 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 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 March 31 2021 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 HARISH ARORA & ASSOCIATES
Chartered Accountants FRN :015226C
Membership No. 407420