To the Members of Innovators Facade Systems Limited Report on the Auditof the Standalone Financial Statements Opinion
We have audited the standalone financial statements of InnovatorsFacade Systems Limited ("the Company") which comprise the balance sheet as at31st March 2022 the statement of Profit and Loss statement of cash flows and notes tothe financial statements including a summary of significant accounting policies and otherexplanatory information.
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 of the state ofaffairs of the Company as at March 31 2022 its profit and its cash flows for the yearended 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 Statements section 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 Rulesthereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.
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. We have determined the matters described below to be the key audit mattersto be communicated in our report :
a) Accuracy of estimated cost in respect of fixed price contract.
Estimated cost is a critical estimate to determine revenues for ongoingprojects. This estimate has a high inherent uncertainty as it requires consideration ofprogress of the contract cost incurred till date and cost required to complete theremaining contract performance obligations.
Refer note no. 1 (C) (ii) under the head "use of estimates"in significant accounting policies.
Principal Audit Procedures
Our audit approach was a combination of test of internal controls andsubstantive procedures which included the following:
Evaluated the design of internal controls relating to recordingof cost incurred and estimation of cost required to complete the contract.
Basic rate contract (BRC) is prepared by Project Management teamhaving details of budgeted cost for Material execution and installation etc.
Selected a sample of contract and through inspection of evidenceof performance of these controls tested the operating effectiveness of the internalcontrols relating to cost incurred and estimated.
Performed analytical procedures and test of details forreasonableness of incurred and estimated cost.
Information Other than the Financial Statements and Auditor's ReportThereon
The Company's Board of Directors is responsible for the otherinformation. The other information comprises the information included in the managementdiscussion and analysis Board's Report but does not include the consolidated financialstatement standalone financial statements and our auditor's report thereon.
Our opinion on the financial statements does not cover the otherinformation 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 during the course of our audit or otherwise appears to bematerially 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
Responsibilities of Management and Those Charged with Governance forthe Standalone Financial Statements
The Company's Board of Directors is responsible for the matters statedin section 134(5) of the Companies Act 2013 ("the Act") with respect to thepreparation of these standalone financial statements that give a true and fair view of thefinancial position financial performance cash flows of the Company in accordance withthe accounting principles generally accepted in India including the accounting Standardsspecified under section 133 of the Act. 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 design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statements that give a true and fair viewand are free from material misstatement whether due to fraud or error.
In preparing the financial statements management is responsible forassessing the Company's ability to continue as a going concern disclosing as applicablematters related to going concern and using the going concern basis of accounting unlessmanagement either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.
Those Board of Directors are also responsible for overseeing theCompany's financial reporting process.
Auditor's Responsibilities for the Audit of the Financial Statements
1. 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. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these financial statements.
2. 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 thefinancial 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 theaudit in order to design audit procedures that are appropriate in the circumstances. Undersection 143(3)(i) of the Companies Act 2013 we are also responsible for expressing ouropinion on whether the company has adequate internal financial controls system in placeand the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the goingconcern basis 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 the Companyto cease to continue as a going concern.
Evaluate the overall presentation structure and content of thefinancial statements including the disclosures and whether the financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.
3. 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.
4. We also provide those charged with governance with a statement thatwe have 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.
5. From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the financialstatements of the current period and are therefore the key audit matters. We describethese matters in our auditor's report unless law or regulation precludes public disclosureabout the matter or when in extremely rare circumstances we determine that a mattershould not be communicated in our report because the adverse consequences of doing sowould reasonably be expected to outweigh the public interest benefits of suchcommunication.
Report on Other Legal and Regulatory Requirements
1. 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 havebeen kept by the Company so far as it appears from our examination of those books.
(c) The Balance Sheet the Statement of Profit and Loss and the CashFlow Statement dealt with by this Report are in agreement with the books of account.
(d) In our opinion the aforesaid standalone financial statementscomply with the Accounting Standards specified under Section 133 of the Act read withRule 7 of the Companies (Accounts) Rules 2014.
(e) On the basis of the written representations received from thedirectors as on 31st March 2022 taken on record by the Board of Directors none of thedirectors is disqualified as on 31st March 2022 from being appointed as a director interms of Section 164 (2) of the Act.
(f) With respect to the adequacy of the internal financial controlsover financial reporting of the Company and the operating effectiveness of such controlsrefer 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 the Auditor'sReport in accordance with Rule 11 of the Companies (Audit and Auditors) Rules 2014 inour opinion and to the best of our information and according to the explanations given tous:
i. The Company has disclosed the impact of pending litigations on itsfinancial position in its financial statements - Refer Note 30 to the financialstatements;
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) The Management has represented that to the best of its knowledgeand belief no funds (which are material either individually or in the aggregate) havebeen received by the Company from any person or entity including foreign entity("Funding Parties") with the understanding whether recorded in writing orotherwise that the Company shall whether directly or indirectly lend or invest inother persons or entities identified in any manner whatsoever by or on behalf of theFunding Party ("Ultimate Beneficiaries") or provide any guarantee security orthe like on behalf of the Ultimate Beneficiaries;
(c) Based on the audit procedures that have been considered reasonableand appropriate in the circumstances nothing has come to our notice that has caused us tobelieve that the representations under sub-clause (i) and (ii) of Rule 11(e) as providedunder (a) and (b) above contain any material misstatement
Company has not declared dividend during the year hence reporting withrespect to section 123 of the Companies Act is not applicable.
As required by the Companies (Auditor's Report) Order 2020 (the"Order") issued by the Central Government in terms of Section 143(11) of theAct we give in "Annexure A" a statement on the matters specified in paragraphs3 and 4 of the Order.
3 In our opinion and according to the information and explanationsgiven to us the remuneration paid by the Company to its directors during the current yearis in accordance with the provisions of Section 197 of the Act. The remuneration paid toany director is not in excess of the limit laid down under Section 197 of the Act. TheMinistry of Corporate Affairs has not prescribed other details under Section 197(16) whichare required to be commented upon by us.
ANNEXURE "A" TO THE INDEPENDENT AUDITOR'S REPORT
The Annexure referred to in Paragraph 1 under the heading "Reporton Other Legal and Regulatory Requirements" in our Independent Auditor's Report tothe members of Innovators Facade Systems Limited for the year ended 31st March2022.
As required by the Companies (Auditors Report) Order 2020 andaccording to the information and explanations given to us during the course of the auditand on the basis of such checks of the books and records as were considered appropriate wereport that:
1. (A) a) The Company has maintained proper records showing fullparticulars including quantitative details and situation of its Property Plant andEquipment.
b) Since the Company does not have any intangible assets paragraph 3(i) of the said Order is not applicable to the Company.
(B) The Fixed Assets have been physically verified by the management inaccordance with a phased programmed of verification which in our opinion is reasonableconsidering the size and the nature of its assets. Pursuant to the program certain fixedassets has been verified during the year. The frequency of verification is reasonable andno material discrepancies have been noticed on such physical verification.
(C) According to the information and explanations given to us and onthe basis of our examination of records of the Company the title deeds of immovableproperties (other than properties where the Company is the lessee and the leaseagreements are duly executed in favour of the lessee) disclosed in the financialstatements are held in the name of the Company as at the balance sheet date.
(D) According to the information and explanations given to us and onthe basis of our examination of records of the Company the Company has not revalued itsProperty Plant and Equipment or intangible assets or both during the year.
(E) According to the information and explanations given to us and onthe basis of our examination of records of the Company there is no proceeding have beeninitiated or are pending against the Company for holding any benami property under theBenami Transactions (Prohibition) Act 1988 (45 of 1988) and rules made thereunder
2. (a) The inventories have been physically verified by the managementduring the year at reasonable intervals. The procedures of physical verification of theinventories followed by the management are reasonable and adequate in relation to the sizeof the Company and the nature of its business. Effect of discrepancies if any have beenproperly dealt in the books of accounts.
(b) According to the information and explanations given to us theCompany during the year the Company has been sanctioned working capital limits in excessof five crore rupees in aggregate from banks or financial institutions on the basis ofsecurity of current assets and the quarterly returns or statements filed by the companywith such banks or financial institutions are in agreement with the books of account ofthe Company except for the details given.
3. During the year the Company has not made investments in providedany guarantee in respect of loans taken by a third party or security or granted any loansor advances in the nature of loans secured or unsecured to companies firms LimitedLiability Partnerships or any other parties.
Hence paragraph 3 (iii) (a) (b) (c)(d) (e) &(f) of the Orderare not applicable to the Company.
4. According to the information and explanations given to us theCompany has not granted any loans or provided any guarantees or security to the partiescovered under the Section 185 of the Act. With regards to investments in Securities madeby the company the company has complied with the provisions of Section 186 of theCompanies Act 2013 to the extent applicable. Further the company has not granted any loanor given any guarantee or provided any security to any other body corporate under Section186 of the Act.
5. The Company has not accepted any deposits from the public inaccordance with the provisions of sections 73 to 76 of the Act and the rules framed thereunder
6. The Central Government has prescribed the maintenance of cost recordunder Section 148(1) of the Act. We have not reviewed the cost records maintained by theCompany but based on the information submitted by the Company we are of the view that suchaccounts and records have been made and duly maintained.
7. a) The Company has been regular in depositing undisputed statutorydues including Goods and
Service tax Provident Fund Employees' State Insurance Income-taxGoods and Service Tax and other material statutory dues applicable to it to theappropriate authorities. Considering the nature of business that the Company is engagedin Sales Tax Custom Duty Excise Duty and Value Added Tax are not applicable to theCompany. There were no undisputed amounts payable in respect of Provident Fund Employees'State Insurance Income-tax Goods and Service Tax and other material statutory dues inarrears as at 31st March 2022 for a period of more than six months from thedate they became payable.
b) According to the records of the Company Income Tax Sales TaxService Tax Goods and services tax Duty of Customs Duty of Excise and Value Added Taxwhich have not been deposited on account of any dispute with the relevant authorities aregiven below.
|Name of Statute ||Period to which amount relates ||Rs. In Lakhs ||Forum where dispute is pending |
|CST / VAT ||FY 2007-08 ||9.44 ||Sales Tax (Appeals) |
| ||FY 2007-08 ||453.30 || |
| ||FY 2010-11 ||262.56 || |
|Income Tax ||AY 2009-10 to 2011-12 ||7.46 ||CIT (Appeals) |
8. According to the information and explanations given to us and basedon our examination of records of the Company there is no transactions which are notrecorded in the books of account have been surrendered or disclosed as income during theyear in the tax assessments under the Income Tax Act 1961 (43 of 1961).
9. a) According to the information and explanations given to us theCompany has and based on our examination of records of the Company not defaulted inrepayment of loans or other borrowings or in the payment of interest thereon to anylender.
b) According to the information and explanations given and based on ourexamination of records of the Company to us the Company is a not declared defaulter by anybank or financial institution or other lender.
c) According to the information and explanations given to us and basedon our examination of records of the Company the Company term loans were applied for thepurpose for which the loans were obtained.
d) On an overall examination of the financial statements of the Companyfunds raised on short term basis have prima facie not been used during the year forlong-term purposes by the Company.
e) According to the information and explanations given to us theCompany has not taken any funds from any entity or person on account of or to meet theobligations of its subsidiaries associates or joint ventures.
f) According to the information and explanations given to us theCompany has not raised loans during the year on the pledge of securities held in itssubsidiaries joint ventures or associate Companies
10. a) The Company has not raised any money by way of initial publicoffer and further public offer (including debt instruments) during the year. Accordinglythe provisions 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 since the Company has not made any preferential allotment or privateplacement of shares or convertible debentures (fully partially or optionally convertible)during the year Clause 3(x) (b) of the Order are not applicable to the Company.
11. a) According to the information and explanations given to us nomaterial fraud by the Company or on the Company by its officers or employees has beennoticed or reported during the course of our audit.
b) No report under sub-section (12) of section 143 of the Companies Acthas been filed by the auditors in Form ADT-4 as prescribed under rule 13 of Companies.
c) As represented to us by the management there are no whistle blowercomplaints received by the Company during the year"
12. In our opinion and according to the information and explanationsgiven to us the Company is not a Nidhi Company. Hence paragraph XII (a) (b) & (c) ofthe Order are not applicable to the Company
13. According to the information and explanation given to us and basedon our examination of the records of the Company transactions with related parties are incompliance with provisions of section 177 and 188 of the Act where applicable. Thedetails of such related party transactions have been disclosed in the financial statementsas required under Accounting Standard (AS) 18.
14. 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 considered the internal audit reports of the Company issuedtill date for the period under audit in determining the nature timing and extent of ouraudit procedures
15. According to the information and explanation given to us and basedon our examination of the records of the Company the Company has not entered any non-cashtransactions with the directors or persons connected with him during the year underreview. Accordingly paragraph 3 (xv) of the Order is not applicable to the Company.
16. a) The Company has not required to registered under section 45 - IAof the Reserve Bank of India Act 1934 Hence paragraph XVI (a) (b) (c) & (d) of theOrder are not applicable to the Company.
17. According to the information and explanation given to us and basedon our examination of the records of the Company has not incurred cash losses in thefinancial year and in the immediately preceding financial year.
18. There is no resignation of the statutory auditors has been duringthe year.
19. On the basis of the financial ratios ageing and expected dates ofrealisation of financial assets and payment of financial liabilities other informationaccompanying the financial statements and our knowledge of the Board of Directors andManagement plans and based on our examination of the evidence supporting the assumptionsnothing has come to our attention which causes us to believe that any materialuncertainty exists as on the date of the audit report indicating that Company is notcapable of meeting its liabilities existing at the date of balance sheet as and when theyfall due within a period of one year from the balance sheet date. We however state thatthis is not an assurance as to the future viability of the Company. We further state thatour reporting is based on the facts up to the date of the audit report and we neither giveany guarantee nor any assurance that all liabilities falling due within a period of oneyear from the balance sheet date will get discharged by the Company as and when they falldue.
20. (a) According to the information and explanation given to us andbased on our examination of the records of the Company has already spent the requiredamount as per the section 135 of the said Act
(b) Since there is not any amount remaining unspent under section (5)of the section 135 of the Act and hence clause (xx)(b) is not applicable.
21. According to the information and explanation given to us and basedon our examination of the records of the Company there have been no qualifications oradverse remarks by the auditors in the Companies (Auditor's Report) Order (CARO) reportsof the companies included in the consolidated financial statements.
Annexure "B" to the Independent Auditor's Report of even dateon the Standalone financial statements of Innovators Facade Systems Limited for the yearended 31st March 2022.
Report on the Internal Financial Controls under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")
We have audited the internal financial controls over financialreporting of Innovators Facade Systems Limited ("the Company") as of March 312022 in conjunction with our audit of the standalone financial statements of the Companyfor the year ended on that 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 and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct of its business including adherence to company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable 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 withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether adequate 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 judgement 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 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 authorisations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorised 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 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 internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India.
|For S G C O & Co. LLP |
|Chartered Accountants |
|Firm's Reg. No. 112081W/W100184 |
|Sd /- |
|Suresh Murarka |
|Mem. No. 044739 |
|UDIN: 22044739AIVWJM1657 |
|Place: Mumbai |
|Date: 12th May 2022 |