The Board of Directors Garnet International Limited
Report on the Audit of the Standalone Financial Results
We have audited the accompanying Statement of Standalone AuditedFinancial results of Garnet International Limited (the "Company") for the yearended 31st March 2022 (refer 'Other Matters' section below) together with the notesthereon ("the Statement") being submitted by the Company pursuant to therequirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 as amended (the "Listing Regulations").
In our opinion and to the best of our information and according to theexplanations given to us the Statement:
i. is presented in accordance with the requirements of the ListingRegulations in this regard; and ii. gives a true and fair view in conformity with therecognition and measurement principles laid down in the applicable Indian AccountingStandards prescribed under Section 133 of the Companies Act 2013 ("the Act")read with relevant rules issued there under and other accounting principles generallyaccepted in India of the net profit and other comprehensive income and other financialinformation of the Company for the year ended March 31 2022.
Basis for Qualified Opinion
1. Company has granted interest free unsecured loan to itssubsidiary company (parties covered under section 186 of the Companies Act 2013) whichis in non- compliance of provisions of Section 186(7) of the Act.
The Impact of this contravention on the profit/loss and the liabilityis not ascertainable readily.
We conducted our audit in accordance with the Standards on Auditing(SAs) specified under section 143(10) of the Companies Act 2013 as amended ("theAct"). Our responsibilities under those Standards are further described in the"Auditor's Responsibilities for the Audit of the Standalone Financial Results"section of our report. We are independent of the Company in accordance with the Code ofEthics issued by the Institute of Chartered Accountants of India together with the ethicalrequirements that are relevant to our audit of the financial statements under theprovisions of the Act 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 obtained by us is sufficient and appropriate to provide a basisfor our qualified audit opinion on the financial statements.
Key Audit Matters
Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the standalone Ind AS financial statements forthe year ended March 31 2022. These matters were addressed in the context of our audit ofthe standalone Ind AS financial statements as a whole and in forming our opinion thereonand we do not provide a separate opinion on these matters.
We have determined the matter described below to be the key auditmatter in our audit of the Company for the year ended March 31 2022:
|Sr. No. Key Audit Matter ||Auditor's Response |
|1. Fair Valuation of investments || |
|The Company's investments (other than investment in Subsidiary) are measured at fair value at each reporting date and these fair value measurements significantly impact the Company's results. Within the Company's investment portfolio the valuation of certain assets such as unquoted equity requires significant judgement as a result of quoted prices being unavailable and limited liquidity in these markets. ||We have assessed the Company's process to compute the fair value of various investments. For quoted instruments we have independently obtained market quotations and recalculated the fair valuations. For the unquoted instruments we have obtained an understanding of the various valuation methods used by management and analysed the reasonableness of the principal assumptions made for estimating the fair values and various other data used while arriving at the fair value measurement. |
Information Other than the Standalone Ind AS financial statements andAuditor's Report Thereon
The Company's Board of Directors is responsible for thepreparation of the other information. The other information comprises the informationincluded in the Directors' Report (including annexures) and Report on CorporateGovernance but does not include the standalone Ind AS financial statements and ourauditor's report thereon.
Our opinion on the standalone Ind AS financial statements does notcover the other information and we do not express any form of assurance conclusionthereon.
In connection with our audit of the standalone Ind AS financialstatements our responsibility is to read the other information and in doing so considerwhether the other information is materially inconsistent with the standalone Ind ASfinancial statements or our knowledge obtained during the course of our audit or otherwiseappears to be materially misstated.
If based on the work we have performed we conclude that there is amaterial misstatement of this other information; we are required to report that fact. Wehave nothing to report in this regard.
Management's Responsibilities for the Standalone Financial Results
The Statement has been prepared on the basis of the standalone annualfinancial statements. The Board of Directors of the Company is responsible for thepreparation and presentation of the Statement that gives a true and fair view of the netloss and other comprehensive loss of the Company and other financial information inaccordance with the recognition and measurement principles laid down in Indian AccountingStandards prescribed under Section 133 of the Act read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance withRegulation 33 of the Listing Regulations. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingof the assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and the design implementationand maintenance of adequate internal financial controls that were operating effectivelyfor ensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the Statement that give a true and fair view and are freefrom material misstatement whether due to fraud or error. In preparing the Statement theBoard of Directors is responsible for assessing the Company's ability to continue as agoing concern disclosing as applicable matters related to going concern and using thegoing concern basis of accounting unless the Board of Directors either intends toliquidate the Company or to cease operations or has no realistic alternative but to doso.
The Board of Directors is also responsible for overseeing the Company'sfinancial reporting process of the Company.
Auditor's Responsibilities for the Audit of the Standalone FinancialResults
Our objectives are to obtain reasonable assurance about whether theStatement as a whole is 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 the Statement.
As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:
i. Identify and assess the risks of material misstatement of theStatement 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 fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.ii. Obtain an understanding of internal control relevant to the audit in order to designaudit procedures that are appropriate in the circumstances. Under Section 143(3Xi) of theAct we are also responsible for expressing our opinion on whether the company hasadequate internal financial controls with reference to financial statements in place andthe operating effectiveness of such controls. iii. Evaluate the appropriateness ofaccounting policies used and the reasonableness of accounting estimates and relateddisclosures made by the Board of Directors. iv. Conclude on the appropriateness of theBoard of Directors' use of the going concern basis of accounting and based on the auditevidence obtained whether a material uncertainty exists related to events or conditionsthat may cast significant doubt on the Company's ability to continue as a going concern.If we conclude that a material uncertainty exists we are required to draw attention inour auditor's report to the related disclosures in the financial results or if suchdisclosures are inadequate to modify our opinion. Our conclusions are based on the auditevidence obtained up to the date of our auditor's report. However future events orconditions may cause the Company to cease to continue as a going concern. v. Evaluate theoverall presentation structure and content of the Statement including the disclosuresand whether the Statement represents the underlying transactions and events in a mannerthat achieves fair presentation.
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 related safeguards.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order2016 (the Order) issued by the Central Government of India in terms ofsub-section (11) of section 143 of the Act we give in the Annexure A' astatement on the matters specified in paragraphs 3 and 4 of the Order to the extentapplicable.
2. As required by section 143 (3) of the Act we report that:
a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit.
b) In our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of those books.
c) The Standalone Balance Sheet the Standalone Statement of Profit andLoss (including Other Comprehensive Income) the Standalone Statement of Cash Flows andthe Standalone Statement of Changes in Equity dealt with by this report are in agreementwith the books of account.
d) In our opinion the aforesaid standalone Ind AS financial statementscomply with the Ind AS specified under section 133 of the Act.
e) On the basis of written representations received from the directorsas on March 31 2022 taken on record by the Board of Directors none of the directors isdisqualified as on March 31 2022 from being appointed as a director in terms of section164(2) of the Act.
f) With respect to the adequacy of the internal financial controls withreference to the standalone Ind AS financial statements of the Company and the operatingeffectiveness of such controls refer to our separate report in Annexure B'.
g) With respect to other matters to be included in the Auditor'sReport in accordance with the requirements of section 197(16) of the Act as amended inour opinion and to the best of our information and according to the explanations given tous the remuneration paid by the Company to its directors during the year is in accordancewith the provisions of section 197 of the Act. The Ministry of Corporate Affairs has notprescribed other details under section 197(16) which are required to be commented upon byus.
h) With respect to the other matters to be included in theAuditor'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 theexplanations given to us we further report that:
i. The Company has no pending litigation which may impact its financialposition;.
ii. The Company did not have any Long Term Contracts includingderivative contracts for which there were any material foreseeable losses.
iii. There were no amounts which were required to be transferred to theInvestor Education and Protection Fund by the Company.
iv. a) The Management has represented that to the best of itsknowledge and belief no funds (which are material either individually or in theaggregate) have been advanced or loaned or invested (either from borrowed funds or sharepremium or any other sources or kind of funds) by the Company to or in any other person orentity including foreign entity (Intermediaries) with the understandingwhether recorded in writing or otherwise that the Intermediary shall whether directlyor indirectly lend or invest in other persons or entities identified in any mannerwhatsoever by or on behalf of the Company (Ultimate Beneficiaries) or provideany guarantee security or the like on behalf of the Ultimate Beneficiaries; b) TheManagement has represented that to the best of its knowledge and belief no funds (whichare material either individually or in the aggregate) have been received by the Companyfrom any person or entity including foreign entity (Funding Parties) withthe understanding whether recorded in writing or otherwise that the Company shallwhether directly or indirectly lend or invest in other persons or entities identified inany manner whatsoever by or on behalf of the Funding Party (UltimateBeneficiaries) or provide any guarantee security or the like on behalf of theUltimate Beneficiaries; c) Based on the audit procedures that have been consideredreasonable and appropriate in the circumstances nothing has come to our notice that hascaused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e)as provided under (a) and (b) above contain any material misstatement.
v. a) The Company has not paid any dividend during the year. b) TheBoard of Directors of the Company has neither proposed nor paid any dividend for the year.
3. Further as required by 'Non Banking Financial CompaniesAuditor's Report (Reserve Bank) Directions2016' we further state that we have submitteda separate report to the Board of Directors of the Company on the matters specified insaid directions as under:-
a) The company applied for registration as provided in section 45IA ofthe Reserve Bank of India Act 1934 and has obtained certificate of registration from theReserve Bank of India.
b) The Company is entitled to continue to hold the Certificate ofRegistration in terms of its asset/income pattern as on 31st March 2022.
c) The Board of Directors of the company has passed a resolution fornon - acceptance of any public deposits.
d) The company has not accepted any public deposit during the yearunder reference.
e) The company has complied with the prudential norms relating toincome recognition accounting standards assets classification and provisioning of badand doubtful debts as applicable to it in terms of Non-Banking Financial (Non-DepositAccepting or Holding) Companies Prudential Norms (Reserve Bank) Directions 2007.
f) The Company has not accepted any public deposit during the yearunder reference.
g) The Company has requisite Net Owned Fund as required by Masterdirection -Non Banking Financial Company - Non systemically Important Non-Deposit takingCompany (Reserve Bank) Direction 2016
For B.M. Gattani & Co.
Balmukund N Gattani
Mem. No. : 047066
Annexure A referred to in Paragraph of Report on other legal andregulatory requirement of even date to the members of Garnet International Limited on theaccounts of the Company for the year ended March 31 2022
On the basis of such checks as we considered appropriate and accordingto the information and explanations given to us during the course of our audit we reportthat:
i. a) The Company has maintained proper records showing fullparticulars including quantitative details and situation of fixed assets;
b) As explained to us these fixed assets have been physically verifiedby the management at regular intervals; as informed to us no material discrepancies werenoticed on such verification;
c) The title deeds of immovable properties are held in the name of theCompany.
d) The Company has not revalued any of its property plant andequipments during the year.
e) No proceedings have been initiated or are pending against theCompany for holding any benami property under the Benami Transactions (Prohibitions) Act1988 (45 of 1988) and rules made there under
ii. a) The inventory of the company comprises equity shares which arein dematerialized form and which have been verified by the management with reference toholding statement from depository participant.
In our opinion the procedure of verification of inventory followed bythe management is satisfactory. Further the company is maintaining proper records of itsinventory and no discrepancies were noticed on verification.
b) According to the information and explanations given to us theCompany has not been sanctioned any working capital limits in excess of Rs. 5 crores inaggregate at any point of time during the year from banks or financial institutions onthe basis of security of current assets. Therefore the provision of paragraph 3(ii) (b)of the said order is not applicable to the Company.
iii. The Company has made investments in provided guarantees (letterof comfort) and granted loans secured or unsecured to companies firms LimitedLiability Partnerships or any other parties during the year in respect of which:
a) The Company has provided loans or advances in the nature of loans toone of its subsidiary company.
b) In our opinion the investments made and the terms and conditions ofthe grant of loans during the year are prima facie not prejudicial to the Company'sinterest.
c) In respect of loans granted by the Company the schedule ofrepayment of principal and payment of interest has not been stipulated.
d) In respect of loans granted by the Company there is no stipulatedrepayment schedule so the balance outstanding cannot be called as overdue.
e) No loan granted by the Company which has fallen due during the yearhas been renewed or extended or fresh loans granted to settle the over dues of existingloans given to the same parties.
iv. In our opinion and according to the information and explanationsgiven to us the Company has not given loan to any director in accordance with theprovisions of Section 185 of the Companies Act 2013. The Company has not given any loansor guarantees and being a Non-banking financial company its investments are exemptedunder section 186(11) (b) hence the Company has complied with the provisions of Section185 and 186 of the Act as applicable.
v. In our opinion and according to the information and explanationsgiven to us the Company has not accepted any deposits within the meaning of Sections 73to 76 or any other relevant provisions of the Companies Act 2013 and the rules framedthere under. Accordingly paragraph 3(v) of the Order is not applicable to the Company.
vi. The central Government has not prescribed the maintenance of costrecords under Section 148(1) of the Act for any of the services rendered by the Companyand hence clause 3(vi) of the Order is not applicable to the Company.
vii. a) According to the information and explanations given to us andbased on the records of the Company examined by us in our opinion the Company isgenerally regular in depositing the undisputed statutory dues including Provident FundEmployees' State Insurance Income-tax Goods and Service Tax Wealth TaxSales Tax Custom Duty Excise Duty and other material statutory dues as applicable withthe appropriate authorities in India; According to the information and explanations givento us no undisputed amounts payable in respect of aforesaid dues were in arrears as atMarch 31 2022 for a period of more than six months from the date they became payable.
b) According to the information and explanations given to us and basedon the records of the Company examined by us there are no dues of Income Tax Wealth TaxGoods and Service Tax Customs Duty and Excise Duty which have not been deposited onaccount of any disputes.
viii. There are no amounts in the nature of undisclosed transactions oramounts surrendered as income in assessments under the Income Tax Act 1961 (43 of 1961).
ix. a) The Company has not defaulted in repayment of loans or otherborrowings or in the payment of interest thereon to any lender.
b) The Company has not been declared wilful defaulter by any bank orfinancial institution or government or any government authority.
c) The Company has not taken any term loan during the year and thereare no outstanding term loans at the beginning of the year and hence reporting underclause 3(ix) (c) of the Order is not applicable to the Company.
d) According to the information and explanations given to us and theprocedures performed by us and on an overall examination of the financial statements ofthe company we report that no funds raised on short-term basis have been used forlong-term purposes by the company.
e) On an overall examination of the financial statements of theCompany the Company has not taken any funds from any entity or person on account of or tomeet the obligations of its subsidiaries or associates.
f) The Company has not raised any loans during the year and hencereporting on clause 3(ix) (f) of the Order is not applicable to the Company.
x. a) According to the information and explanations given to us and therecords of the Company examined by us the Company has not raised any money by way ofinitial public offer or further public offer and term loans during the year. Accordinglyprovisions of Clause 3(x) (a) of the Order are not applicable to the Company.
b) According to the information and explanations given to us and basedon our examination of the records of the Company the Company has not made anypreferential allotment or private placement of shares or fully partly or optionallyconvertible debentures during the year. Accordingly the provisions stated in paragraph 3(x) (b) of the Order are not applicable to the Company.
xi. a) According to the information and explanations given by themanagement there have been no instances of fraud on the Company by its customers. Nofraud by the Company has been noticed or reported during the year nor have we beeninformed of any such case by the Management. Hence reporting under clause 3(xi) (a) of theOrder is not applicable to the Company.
b) To the best of our knowledge no report under sub-section (12) ofsection 143 of the Companies Act has been filed by the auditors (including SecretarialAuditor) in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors)Rules 2014 with the Central Government during the year and up to the date of thisreport.
c) As represented to us by the Management there were no whistle blowercomplaints received by the Company during the year and up to the date of this report.
xii. In our opinion and according to the information and explanationsgiven to us the Company is not a Nidhi Company. Accordingly the provisions of Clause3(xii) of the Order are not applicable.
xiii. In our opinion and as per information and explanations providedto us by management all the transactions with the related parties are in compliance withthe provisions of sections 177 and 188 of Companies Act 2013 where applicable and thedetails have been disclosed in the financial statements as required under AccountingStandard (AS) 18 Related Party Disclosures specified under Section 133 of the Act readwith rule 7 of the Companies (Accounts) Rules 2014.
xiv. a) In our opinion and based on our examination the Company has aninternal audit system commensurate with the size and nature of its business.
b) We have taken into consideration the reports of the InternalAuditors received by the company during the year and provided to us while determining thenature timing and extent of audit procedures.
xv. According to the information and explanations given to us and basedon our examination of the records of the Company the Company has not entered into non-cash transactions with directors or person connected with them. Accordingly provisions ofclause 3 (xv) of the Order are not applicable to the Company.
xvi. a) The Company is required to be registered under Section 45-IA ofthe Reserve Bank of India Act 1934 and has obtained the requisite registration as anon-banking financial institution under section 45 IA of the Reserve Bank of India Act1934.
b) The Company has not conducted any Non Banking Financial activitieswithout a valid Certificate of registration from Reserve Bank of India as per the ReserveBank of India Act 1934.
c) According to the information and explanations given to us by themanagement the company is not a Core Investment Company (CIC) as defined in theregulations made by the Reserve Bank of India.
d) The Group does not have any Core Investment Company (CIC) as part ofthe Group and hence reporting under clause 3(xvi) (d) of the Order is not applicable tothe Company.
xvii. Based on the overall review of financial statements the Companyhas incurred cash losses of Rs. 283.31 lakhs in the current financial year and Rs.288.47lakhs in the immediately preceding financial year.
xviii. There has been no resignation of the statutory auditors duringthe year. Hence the provisions stated in paragraph clause 3 (xviii) of the Order are notapplicable to the Company.
xix. According to the information and explanations given to us andbased on our examination of financial ratios ageing and expected date of realisation offinancial assets and payment of liabilities other information accompanying the standalonefinancial statements our knowledge of the Board of Directors and management plans we areof the opinion that no material uncertainty exists as on the date of audit report and theCompany is capable of meeting its liabilities existing at the date of balance sheet as andwhen they fall due within a period of one year from the balance sheet date. We howeverstate that this is not an assurance as to the future viability of the Company. We furtherstate that our reporting is based on the facts up to the date of the audit report and weneither give any guarantee nor any assurance that all liabilities falling due within aperiod of one year from the balance sheet date will get discharged by the Company as andwhen they fall due.
xx. The provisions of section 135 of the Companies Act 2013 are notapplicable to the Company hence reporting under clause 3 (xx) (a) & (b) are notapplicable.
For B.M. Gattani & Co.
Balmukund N Gattani
Mem. No. : 047066
Annexure "B" to Independent Auditors' Report
Report on the Internal Financial Controls under Clause (i) ofSub-section 3 of Section 143 of the Companies Act Report on the Standalone FinancialStatements
We have audited the internal financial controls over financialreporting of Garnet International Limited (the Company) as of March 31 2022in conjunction with our audit of the Financial Statements of the Company for the yearended on that date.
Management's Responsibility for Internal Financial Controls
The Company's management is responsible for laying down and maintaininginternal financial controls based on 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 company's policies the safeguarding of its assets the preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information as required underthe Act.
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 audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls system over financial reporting and theiroperating effectiveness. Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgment including the assessment of therisks of material misstatement 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 internal financialcontrols 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 the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of thecompany; (2) provide reasonable assurance that transactions are recorded as necessary topermit preparation of financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the company are being madeonly in accordance with authorizations of management and directors of the company; and (3)provide reasonable assurance regarding prevention or timely detection of unauthorizedacquisition use or disposition of the company's assets that could have a material effecton the financial statements.
Inherent Limitations of Internal Financial Controls over FinancialReporting
In view 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 the Company has in all material respects an adequateinternal financial controls system over financial reporting and such internal financialcontrols over financial reporting were operating effectively as at March 31 2022 basedon the 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 B M Gattani & Co
Firm Registration No. 113536W
Balmukund N Gattani