The Members of
INTERWORLD DIGITAL LIMITED 28th May 2022
Report on the Audit of the Financial Statements
We have audited the accompanying financial statements of INTERWORLD DIGITALLIMITED ("the Company") which comprise the Balance Sheet as at March31 2022 the Statement of Profit and Loss (including Other Comprehensive Income) theStatement of Changes in Equity and the Statement of Cash Flows for the year then endedand notes to the financial statements including a summary of significant accountingpolicies and other explanatory information (hereinafter referred to as "the financialstatements").
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 of thestate of affairs of the Company as at March 31 2022 and its profit including othercomprehensive income changes in equity and its cash flows for the year ended on thatdate.
Basis for Qualified Opinion
1. The past MD Mr Manmohan Gupta had fraudulently shifted the entire business of thecompany including its Intellectual Property to his own entity; consequently there is norevenue from operations during the year. The Company is making efforts to get back thisbusiness.
2. The Company had increased its authorised capital from Rs. 21 cr to Rs. 70cr in FY 2010-11 but did not deposit the fee with RoC ; in the meanwhile the feestructure was revised by the Companies Act 2013 and the applicable fee increasedsubstantially.
The company's writ petition challenging the revision in fees on the ground that thecapital was increased prior to the 2013 Amendment is pending in the Delhi High Court.
The amount payable Rs. 55.97 lacs (calculated as per Companies Act 1956) appears as"other current liabilities" (note 19 to financial statements); no provision hasbeen made for any interest or fines payable thereon.
3. Statutory over dues of service tax / TDS / Professional Tax aggregating to Rs. 1.91crore are outstanding since F.Y. 2009-10; service tax returns have not been filed from FY2011-12 onwards.
No provision has been made for interest / penalties payable on the defaulted amounts.
4. Company has not provided expected credit loss on outstanding Trade Receivable asrequired under Ind As- 109.
5. Company has not disclosed book value of investments in unquoted Equity Share of Rs.1.47 Crore grouped under Non- Current Investments hence we can't estimate the impairmentin value of non- current investment.
We conducted our audit of the financial statements in accordance with the Standards onAuditing (SAs) specified under section 143(10) of the Act. Our responsibilities underthose Standards are further described in the Auditors' Responsibilities for the Auditof the Financial Statements section of our report.
We are independent of the Company in accordance with the Code of Ethics issuedby the Institute of Chartered Accountants of India (ICAI) together with the ethicalrequirements that are relevant to our audit of the financial statements under theprovisions of the Act and the Rules made there under and we have fulfilled our otherethical responsibilities in accordance with these requirements and the Code of Ethics.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our Qualified Opinion.
Emphasis of Matters
We draw attention to:
a) The Company has not disclosed information relating to outstanding balances of MSMEenterprises.
b) Company has defaulted in payment of Vehicle Loan taken from Kotak Mahindra PrimeLimited. Outstanding Balance as on 31.03.2022 was Rs. 5.35 lac as per book of accounts noconfirmations from Bank was available- Refer Note No. 14 of the financial statements.
Our opinion is not modified in respect of the above stated matters.
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.
Information Other than the Financial Statements and Auditors' Report Thereon
The Company's Board of Directors is responsible for the preparation of the otherinformation. The other information comprises the information included in the AnnualReport but does not include the financial statements and our auditors' report thereon.The Annual Report is expected to be made available to us after the date of this auditors'report.
Our opinion on the financial statements does not cover the other information and wewill not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements our responsibility is to readthe other information identified above when it becomes available and in doing soconsider whether the other information is materially inconsistent with the financialstatements or our knowledge obtained during the course of our audit or otherwise appearsto be materially misstated.
When we read the Annual Report if we conclude that there is a material misstatementtherein we are required to communicate the matter to those charged with governance.
Management's Responsibility for the Financial Statements
The Company's Board of Directors is responsible for the matters stated in section134(5) of the Act with respect to the preparation of these financial statements that givea true and fair view of the financial position financial performance (including othercomprehensive income) changes in equity and cash flows of the Company in accordance withthe accounting principles generally accepted in India including the Indian accountingStandards (Ind AS) specified under section 133 of the Act. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and designimplementation and maintenance of adequate internal financial controls that wereoperating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.
In preparing the financial statements the management is responsible for assessing theCompany's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless themanagement either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so.
The Board of Directors is also responsible for overseeing the Company's 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 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 risk of material misstatement of the financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.
Obtain an understanding of internal financial controls relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany 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 auditors' 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 auditors'report. 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 financialstatements including the disclosures and whether the financial statements represent theunderlying transactions and events in a manner that achieves fair presentation.
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 financial statements of thecurrent period and are therefore the key audit matters. We describe these matters in ourauditors' report unless law or regulation precludes public disclosure about the matter orwhen 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 2020 ("the Order")issued by the Central Government in terms of Section 143(11) of the Act we give in"Annexure A" a statement on the matters specified in paragraphs 3 and 4 of theOrder to the extent applicable.
2. As required by Section 143(3) of the Act we report that:
a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit.
b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from 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 Statement of Cash Flow dealt with bythis Report are in agreement with the books of account.
d) In our opinion the aforesaid financial statements comply with the AccountingStandards specified under Section 133 of the Act read with the Companies (IndianAccounting Standards) Rules 2015 as amended.
e) On the basis of the written representations received from the directors as on March31 2022 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2022 from being appointed as a director in terms of Section 164 (2) of theAct.
f) With respect to the adequacy of the internal financial controls with reference tothe financial statements of the Company and the operating effectiveness of such controlsrefer to our separate Report in "Annexure B" to this report.
g) In our opinion and to the best of our information and according to the explanationsgiven to us the remuneration paid by the Company to its directors during the year is inaccordance with the provisions of section 197 of the Act.
h) 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 as amended 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 if any on its financialposition in its financial statements.
ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.
iii. There has been no delay in transferring the amounts which was required to betransferred to the investor education and protection fund by the company
iv. (a) The Management has represented that to the best of its knowledge and beliefno funds (which are material either individually or in the aggregate) have been advancedor loaned or invested (either from borrowed funds or share premium or any other sources orkind of funds) by the Company to or in any other person or entity including foreignentity ("Intermediaries") with the understanding whether recorded in writingor otherwise that the Intermediary shall whether directly or indirectly lend or investin other persons or entities identified in any manner whatsoever by or on behalf of theCompany ("Ultimate Beneficiaries") or provide any guarantee security or thelike on behalf of the Ultimate Beneficiaries;
(b) The Management has represented that to the best of its knowledge and belief nofunds (which are material either individually or in the aggregate) have been received bythe Company from any person or entity including foreign entity ("FundingParties") with the understanding whether recorded in writing or otherwise that theCompany shall whether directly or indirectly lend or invest in other persons orentities identified in any manner whatsoever by or on behalf of the Funding Party("Ultimate Beneficiaries") or provide any guarantee security or the like onbehalf of the Ultimate Beneficiaries;
(c) Based on the audit procedures that have been considered reasonable and appropriatein the circumstances nothing has come to our notice that has caused us to believe thatthe representations under sub-clause (i) and (ii) of Rule 11(e) as provided under (a) and(b) above contain any material misstatement.
v. The company has not declared or proposed dividend during the year.
For Nemani Garg Agarwal & Co.
Firm's Registration Number: 010192N
(CA. SK Nemani)
Membership Number: 037222
Place of Signature: New Delhi
Date: 28th May 2022
ANNEXURE A' TO THE INDEPENDENT AUDITOR'S REPORT
(Referred to in paragraph 1 under' Report on other Legal and Regulatory Requirements'section of our report to the Members of INTERWORLD DIGITAL LIMITED of even date)
To the best of our information and according to the explanations provided to us by theCompany and the books of account and records examined by us in the normal course of auditwe state that:
i. In respect of the Company's Property Plant and Equipment and Intangible Assets:
(a) The Company has maintained proper records showing full particulars includingquantitative details and situation of Property Plant and Equipment and relevant detailsof right-of-use assets.
(b) The Company has maintained proper records showing full particulars of intangibleassets.
(c) The Company has a program of physical verification of Property Plant and Equipmentand right-of-use assets so to cover all the assets once every three years which in ouropinion is reasonable having regard to the size of the Company and the nature of itsassets. Pursuant to the program certain Property Plant and Equipment were due forverification during the year and were physically verified by the Management during theyear. According to the information and explanations given to us no material discrepancieswere noticed on such verification.
(d) Company had no Immovable Property during the year.
(e) The Company has not revalued any of its Property Plant and Equipment (includingright- of-use assets) and intangible assets during the year.
(f) No proceedings have been initiated during the year or are pending against theCompany as at March 31 2022 for holding any benami property under the Benami Transactions(Prohibition) Act 1988 (as amended in 2016) and rules made there under.
ii. (a) Company had no inventory during the year hence clause 3(ii) (a) of order isnot applicable.
(b) The Company has no sanction of working capital limits in excess of Rs. 5 crore inaggregate during the year from banks or financial institutions on the basis of securityof current assets hence no requirement of submitting quarterly returns or statements bythe company with banks.
iii. The Company has not made investments in companies firms Limited Liability
Partnerships and has not granted unsecured loans to other parties during the yearexcept that old investments and Loan and Advances are still outstanding hence reportingunder clause 3(iii) (a) to (f) of the order are not applicable to the company.
iv. The Company has complied with the provisions of Sections185 and 186 of theCompanies Act 2013 in respect of loans granted investments made and guarantees andsecurities provided as applicable.
v. The Company has not accepted any deposit or amounts which are deemed to be deposits.Hence reporting under clause 3(v) of the Order is not applicable.
vi. The maintenance of cost records has not been specified by the Central Governmentunder sub- section (1) of section 148 of the Companies Act 2013 for the businessactivities carried out by the Company.
vii. In respect of statutory dues:
(a) In our opinion the Company has generally been regular in depositing undisputedstatutory dues including Goods and Services tax Provident Fund Employees' StateInsurance Income Tax Sales Tax Service Tax duty of Custom duty of Excise Value AddedTax Cess and other material statutory dues applicable to it with the appropriateauthorities.
There were no undisputed amounts payable in respect of Goods and Service tax ProvidentFund Employees' State Insurance Income Tax Sales Tax Service Tax duty of Custom dutyof Excise Value Added Tax Cess and other material statutory dues in arrears as at March31 2022 for a period of more than six months from the date they became payable except thefollowing dues as mentioned below:-
|Sr. No. ||Nature of Statutory Dues ||Amount Payable for more than 6 months |
|1. ||Service tax ||Rs.17852685/- |
|2. ||TDS u/s 192 ||RS. 1419861/- |
(b) Details of statutory dues referred to in sub-clause (a) above which have not beendeposited as on March 31 2022 on account of disputes are given below:
|Sr. No. ||Nature of Statutory Dues ||Amount Payable under Dispute |
|1. ||ROC fee for increase of authorized share capital ||Rs. 5597309/- |
viii. There were no transactions relating to previously unrecorded income that havebeen surrendered or disclosed as income during the year in the tax assessments under theIncome Tax Act 1961 (43 of 1961).
ix. (a) The Company has not defaulted in repayment of loans or other borrowings or inthe payment of interest
from any lender except dues to Kotak Mahindra Prime Limited against Vehicle Loan of Rs.5.35 lac as per details below:-
|Sr. No. ||Name of Financial Institution / Bank ||Type of credit Facility ||Amount in Rs. outstanding as on 31.03.2022 ||Nature and amount of Default |
|1. ||Kotak Mohindra Prime Ltd ||Car Loan ||534850/- ||4 installments of Rs. 110600 each are overdue. |
(b) The Company has not been declared willful defaulter by any bank or financialinstitution or government or any government authority.
(c) The Company has not received the term loan during the year.
(d) On an overall examination of the financial statements of the Company funds raisedon short- term basis have prima facie not been used during the year for long-termpurposes by the Company.
(e) On an overall examination of the financial statements of the Company the Companyhas not taken any funds from any entity or person on account of or to meet the obligationsof its subsidiaries associates or joint ventures.
(f) The Company has not raised any loans on the pledge of securities held in itssubsidiary joint ventures or associates companies.
x. (a) The Company has not raised moneys by way of initial public offer or furtherpublic offer (including debt instruments) during the year and hence reporting under clause3(x)(a) of the Order is not applicable.
(b) During the year the Company has not made any preferential allotment or privateplacement of shares or convertible debentures (fully or partly or optionally) and hencereporting under clause 3(x)(b) of the Order is not applicable.
xi. (a) No fraud by the Company and no material fraud on the Company has been noticedor reported during the year.
(b) No report under sub-section (12) of section 143 of the Companies Act has been filedin Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules 2014with the Central Government during the year and upto the date of this report.
(c) As per information provided to us no whistle blower complaints was received by theCompany during the year (and upto the date of this report).
xii. The Company is not a Nidhi Company and hence reporting under clause (xii) of theOrder is not applicable.
xiii. In our opinion the company is in compliance with Section 177 and 188 of theCompanies Act 2013 with respect to applicable transactions with the related parties andthe details of related party transactions have been disclosed in the standalone financialstatements as required by the applicable accounting standards.
xiv. (a) In our opinion the Company has an adequate internal audit system commensuratewith the size and the nature of its business.
(b) We have considered the internal audit reports for the year under audit issued tothe Company during the year and till date in determining the nature timing and extent ofour audit procedures.
xv. In our opinion during the year the Company has not entered into any non-cashtransactions with its Directors or persons connected with its directors and henceprovisions of section192 of the Companies Act 2013 are not applicable to the Company.
xvi. (a) In our opinion the Company is not required to be registered under section45-IA of the Reserve Bank of India Act 1934. Hence reporting under clause 3(xvi)(a)(b)and (c) of the Order is not applicable.
(b) In our opinion there is no core investment company within the Group (as defined inthe Core Investment Companies (Reserve Bank) Directions 2016) and accordingly reportingunder clause 3(xvi)(d) of the order is not applicable.
xvii. The Company has incurred cash loss during the financial year covered by our auditand incurred cash loss during the immediately preceding financial year.
xviii. There has been no resignation of the statutory auditors of the Company duringthe year.
xix. On the basis of the financial ratios ageing and expected dates of realization offinancial assets and payment of financial liabilities other information accompanying thefinancial statements and our knowledge of the Board of Directors and Management plans andbased on our examination of the evidence supporting the assumptions nothing has come toour attention which causes us to believe that any material uncertainty exists as on thedate of the audit report indicating that Company is not capable of meeting its liabilitiesexisting at the date of balance sheet as and when they fall due within a period of oneyear from the balance sheet date. We how ever state that this is not an assurance as tothe future viability of the Company. We further state that our reporting is based on thefacts up to the date of the audit report and we neither give any guarantee nor anyassurance that all liabilities falling due within a period of one year from the balancesheet date will get discharged by the Company as and when they fall due.
xx.(a) There are no unspent amounts towards Corporate Social Responsibility (CSR) onother than ongoing projects requiring a transfer to a Fund specified in Schedule VII tothe Companies Act in compliance with second proviso to sub-section (5) of Section 135 ofthe said Act. Accordingly reporting under clause 3(xx)(a) of the Order is not applicablefor the year.
(b) No amount unspent under sub section (5) of section 135 of Companies Act pursuant toany ongoing project for CSR amount was outstanding for transfer to special Account incompliance with the provision of sub section (6) of section 135 of Companies Act at theend of the Financial Year.
For Nemani Garg Agarwal & Co.
Firm's Registration Number: 010192N
(CA. SK Nemani)
Membership Number: 037222
Place of Signature: New Delhi
Date: 28th May 2022
Annexure 'B' To the Independent Auditors' Report
(Referred to in paragraph 2(f) under 'Report on Other Legal and RegulatoryRequirements' section of our report of even date to the Members of INTERWORLD DIGITALLIMITED)
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 with reference to financial statementsof INTERWORLD DIGITAL LIMITED ("the Company") as of March 31 2022 inconjunction with our audit of the financial statements of the Company for the year endedon that date.
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 with reference to financial statements and such internal financial controls withreference to financial statements were operating effectively as at March 31 2022 basedon the internal control with reference to financial statements criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by theInstitute of Chartered Accountants of India.
Management's Responsibility for Internal Financial Controls
The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal controls with reference to financial statementscriteria 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 ('ICAl'). 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 Companies Act 2013.
Our responsibility is to express an opinion on the Company's internal financialcontrols with reference to financial statements based on our audit. We conducted our auditin accordance with the Guidance Note on audit of Internal Financial Controls overFinancial Reporting (the "Guidance Note") and the Standards on Auditing issuedby ICAI and deemed to be prescribed under section 143(10) of the Companies Act 2013 tothe extent applicable to an audit of internal financial controls both applicable to anaudit of Internal Financial Controls and both issued by the Institute of CharteredAccountants of 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 with reference to financial statements wasestablished and maintained and if such controls operated effectively in all materialrespects.
Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system with reference to financial statements and theiroperating effectiveness. Our audit of internal financial controls with reference tofinancial statements included obtaining an understanding of internal financial controlswith reference to financial statements assessing the risk that a material weaknessexists and testing and evaluating the design and operating effectiveness of internalcontrol based on the assessed risk. The procedures selected depend on the auditors'judgment including the assessment of the risks of material misstatement of the financialstatements 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 systemwith reference to financial statements.
Meaning of Internal Financial Controls with reference to Financial Statements
A company's internal financial control with reference to financial statements 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 withreference to financial statements 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 with reference to FinancialStatements
Because of the inherent limitations of internal financial controls with reference tofinancial statements 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 withreference to financial statements to future periods are subject to the risk that theinternal financial control with reference to financial statements may become inadequatebecause of changes in conditions or that the degree of compliance with the policies orprocedures may deteriorate.
For Nemani Garg Agarwal & Co.
Firm's Registration Number: 010192N
(CA. SK Nemani)
Membership Number: 037222
Place of Signature: New Delhi
Date: 28th May 2022.