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Maheshwari Logistics Ltd.

BSE: 538394 Sector: Others
NSE: MAHESHWARI ISIN Code: INE263W01010
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Maheshwari Logistics Ltd. (MAHESHWARI) - Auditors Report

Company auditors report

To the Members of Maheshwari Logistics Limited

Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of MaheshwariLogistics Limited (“the Company”) which comprise of the Balance Sheet as at 31stMarch 2020 the Statement of Profit and Loss(including other comprehensive income)the Cash Flow Statement and Statement of changes in Equity for the year then ended andnotes to financial statements and a summary of significant accounting policies and otherexplanatory information.(hereinafter referred to as “the Standalone FinancialStatements”)

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Companies Act 2013 (“the Act”) in the manner so required and give a trueand fair view in conformity with the Indian Accounting Standards prescribed under section133 of the Act read with the Companies (Indian Accounting Standards) Rules 2015 asamended (“Ind AS”) and other accounting principles generally accepted in Indiaof the state of affairs of the Company as at 31st March 2020 its profit totalcomprehensive income changes in equity and its cash flows for the year ended on thatdate.

Basis for Opinion

We conducted our audit in accordance with the Standards of Auditing (SAs) specifiedunder section 143(10) of the Companies Act 2013. Our responsibilities under thoseStandards are further described in the Auditor's Responsibilities for the Audit of theStandalone 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 thestandalone financial statements under the provisions of the Act and the Rules there underand we have fulfilled our other ethical responsibilities in accordance with theserequirements and the Code of Ethics. We believe that the audit evidence we have obtainedis sufficient and appropriate to provide a basis for our opinion

Key Audit Matters

Key audit matters are those matters that in our professional judgement were of mostsignificance in our audit of the standalone financial statements of the current period.These matters were addressed in the context of our audit of the standalone financialstatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters. We have determined the matters described below to bethe key audit matters to be communicated in our report.

Key Audit Matters Auditor's Response
1. Internal Controls with respect to the Cash Transactions in Business: Procedure performed by Auditor:
The Company has been doing Significant Amount of Transactions in Cash. Also Company is engaged in business of Transport which involves majority dealing in cash and by its offices at various places. Besides obtaining an understanding of Management's processes and controls with regards to testing the internal controls our procedure included the following:
a) We understood the internal control applied by the management in process of collection of the revenue receipts and payment thereof.
b) We further understood the methodology of day end closure method adopted by the management and the collection and deposits of the cash by the branches and the reporting thereof.
c) We walked through the controls adopted and the methodology followed by the management regarding the same.

Management's Responsibility for the Standalone 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 standalone financialstatements that give a true and fair view of the financial position financialperformance including other comprehensive income changes in equity and cash flows of theCompany in accordance with the accounting principles generally accepted in Indiaincluding the Indian Accounting Standards (Ind AS) prescribed under Section 133 of theAct as applicable. This responsibility also includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe standalone financial statements that give a true and fair view and are free frommaterial misstatement whether due to fraud or error.

In preparing the standalone financial statements management is responsible forassessing the company's ability to continue as 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. The Board of Directors are also responsible foroverseeing the company's financial reporting process.

Auditor's Responsibility for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the financialstatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes our opinion. Reasonable assurance is a highlevel of assurance but is not a guarantee that an audit conducted in accordance with SAswill always detect a material misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if individually or in the aggregate theycould reasonably be expected to influence the economic decisions of users taken on thebasis of these financial statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

1. Identify and asses the risk of material misstatement of the financial statementwhether due to fraud or error design and perform audit procedure responsive to thoserisks and obtain audit evidence that is sufficient and appropriate to provide a basis forour opinion. The risk of not detecting a material misstatement resulting from fraud ishigher than for one resulting from error as fraud may involve collusion forgeryintentional omission misrepresentations or the override of internal control.

2. Obtain an understanding of internal control relevant to the audit in order to designaudit procedure that are appropriate in the circumstances. Under section 143(3) (i) of theCompanies Act 2013 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.

3. Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosure made by management.

4. Conclude on the appropriateness of management's use of the going concern basis ofaccounting 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 audit report to the related disclosures in thefinancial statements or if such disclosure are inadequate to modify our opinion. Ourconclusions are based on the audit evidence obtained up to the date of auditor's report.However future events or conditions may cause the Company to cease to continue as a goingconcern.

5. Evaluate the overall presentation structure and content of the financial statementincluding the disclosure and whether the financial statements represent the underlyingtransactions and events in the manner that achieves fair presentation.

We communicate with those charged with governance regarding among other mattersplanned scope and timing of the audit and significant audit findings including anysignificant deficiency in the internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have compliedwith relevant ethical requirements regarding independence and to communicate with themall relationships and other matters that may reasonably be thought to bear on ourindependence and where applicable related safeguards.

From the matters communicated with those charged with governance we determine thosematters that were of most significance in the audit of the standalone financial statementsof the current period and are therefore the key audit matters. We describe these mattersin our auditors' report unless law or regulation precludes public disclosure about thematter or when in extremely rare circumstances we determine that a matter should not becommunicated in our report because the adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order 2016 (“the Order”)issued by the Central Government of India in terms of subsection (11) of section 143 ofthe Act we give in the “Annexure A” a statement on the matters specified inparagraphs 3 and 4 of the Order.

As required by section 143(3) of the Act based on our audit we report that:

a. We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purpose 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 Flows dealt with bythis Report are in agreement with the relevant books of account.

d. In our opinion the aforesaid standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act as applicable.

e. On the basis of the written representations received from the directors as on31stMarch 2020 and taken on record by the Board of Directors none of the directors isdisqualified as on 31stMarch 2020 from being appointed as a director in terms ofSection164(2) of the Act.

f. With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in “Annexure B”. Our report expresses an unmodified opinion onthe adequacy and operating effectiveness of the Company's internal financial controls overfinancial reporting.

g. With respect to the other matters to be included in the Auditor's Report inaccordance with the requirements of section 197(16) of the Act as amended in our opinionand to the best of our information and according to the explanations given to us theremuneration paid by the Company to its directors during the year is in accordance withthe provisions of section 197 of the act.

h. With respect to the other matters to be included in the Auditor's 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. In our opinion the Company has disclosed the impact of pending litigation in itsfinancial statements - Refer Note No.34 point (c) & (d) to standalone Ind AS financialstatements.

ii. The Company did not have any long term contracts including derivative contracts forwhich there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the InvestorsEducation and Protection Fund by the Company.

For NPV And Associates
Chartered Accountants
Firm Regn No. - 129408W
Place: Mumbai Milan Chitalia
Date: 30/06/2020 Partner
UDIN: 20112275AAAAAS7489 Membership no.: 112275

ANNEXURE A

TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 9 under ‘Report on Other Legal and

Regulatory Requirements' section of our report of even date)

i) (a) The company has maintained proper records showing full particulars includingQuantitative details and situation of Fixed Assets.

(b) It is explained to us that the fixed assets were physically verified during theyear by the Management in accordance with a regular programme of verification which inour opinion provides for physical verification of all the fixed assets at reasonableintervals. According to the information and explanations given to us no materialdiscrepancies were noticed on such verification.

(c) With respect to immovable properties of acquired land and buildings that arefreehold according to the information and explanations given to us and the recordsexamined by us and based on the examination of the registered sale deed / transfer deed /conveyance deed provided to us we report that the title deeds of such immovableproperties are held in the name of the Company as at the balance sheet date.

ii) (a) Physical verification of inventory has been conducted at reasonable intervalsby the management;

(b) In our opinion and according to the information and explanation given to us theprocedures of physical verification of inventory followed by the management are reasonableand adequate in relation to the size of the company and the nature of its business.

(c) The company is maintaining proper records of inventory. As per information andexplanation given to us no material discrepancies were noticed on physical verification.

iii) According to the information and explanations given to us the Company has notgranted any loans secured or unsecured to companies firms or other parties covered inthe register maintained U/s. 189 of the Companies Act 2013. Hence the provisions ofclause 3(iii) of the Order are not applicable.

iv) In our opinion and according to the information and explanations given to us theCompany has complied with the provisions of Section 185 and Section 186 of the CompaniesAct 2013 in respect of grant of loans making investments and providing guarantees andsecurities as applicable.

v) According to the information and explanations given to us the Company has notaccepted any deposit during the year and accordingly the question of complying withSections 73 and 76 of the Companies Act 2013 does not arise.

vi) As per information and explanation given by management maintenance of cost recordshas not been specified by the Central Government under clause (d) of sub section (1) ofsection 148 of the Companies Act. Thus reporting under Clause 3(vi) of the order is notapplicable to the company.

vii) In respect of statutory dues according to the information and explanations givento us:

a) On the basis of our examination of the records of the Company amount deducted /collected/ accrued in the books of accounts in respect of undisputed statutory duesincluding Provided Fund Employees' state insurance Income Tax Sales Tax Value AddedTax Service Tax Excise Duty Wealth Tax Custom duty Goods and Service Tax etc. areregularly deposited by the company with the appropriate authorities.

b) Details of dues of Tax which have not been deposited on 31st March 2020 on accountof disputes are as follows:

Name of the Statute Nature of the dues Amount (in ' ) Period to which the amount relates Forum where dispute is pending
Income Tax Act 1961 Tax including interest * 35350/- F.Y. 2013-14 Income Tax Appellate Tribunal
Customs Act Tax including interest and penalty #8161071/- F.Y. 2012-13 Customs Excise & Service Tax Appellant Tribunal Ahmedabad

*The Company has not deposited the tax since the company has filed an appeal atTribunal level against the original order of section 263 of the Income Tax Act 1961 onthe basis of which the assessment was conducted.

# The Company has not deposited the tax since the company has filed an appeal atTribunal level against the original order and the company believes that the disallowancewill be deleted or will get substantial relief for the same.

viii) In our opinion and according to the information and explanations given to us theCompany has not defaulted in the repayment of loans or borrowings to financialinstitutions and banks.

ix) In our opinion and according to the information and explanation given to us theCompany has utilized the monies raised by way of Initial Public Offering and the termloans for the purpose for which they were raised.

x) To the best of our knowledge and according to the information and explanations givento us no fraud by the Company and no material fraud on the Company by its officers oremployees has been noticed or reported during the year.

xi) In our opinion and according to the information and explanations given to us theCompany has paid/provided for managerial remuneration in accordance with the provision ofSection 197 read with Schedule V to the Companies Act 2013.

xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of theOrder is not applicable.

xiii) In our opinion and according to the information and explanations given to us theCompany is in compliance with Sections 177 and 188 of the Companies Act 2013 whereapplicable for all transactions with the related parties and the details of related partytransactions have been disclosed in the financial statements etc. as required by theapplicable accounting standards.

xiv) According to the information and explanations given to us the Company has not madeany preferential allotment or private placement of shares during the year and hencereporting under this clause of the Order is not applicable.

xv) In our opinion and according to the information and explanations given to usduring the year the Company has not entered into any non-cash transactions with itsdirectors or person connected with them and hence provisions of Section 192 of theCompanies Act 2013 are not applicable.

xvi) The Company is not required to be registered under Section 45-IA of the ReserveBank of India Act 1934.

For NPV And Associates
Chartered Accountants
Firm Regn No. - 129408W
Place: Mumbai Milan Chitalia
Date: 30/06/2020 Partner
UDIN: 20112275AAAAAS7489 Membership no.: 112275

ANNEXURE B

TO THE INDEPENDENT AUDITOR'S REPORT

Referred to in paragraph 9 (f) under ‘Report on Other Legal and RegulatoryRequirements' of our report of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of MaheshwariLogistics Ltd.(“the Company”) as of March 31 2020 in conjunction with ouraudit of the standalone Ind AS financial statements of the Company for the year ended onthat date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls Over Financial Reportingissued by the Institute of Chartered Accountants of India. These responsibilities includethe design implementation and maintenance of adequate internal financial controls thatwere operating effectively for ensuring the orderly and efficient conduct of its businessincluding adherence to 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 Companies Act 2013.

Auditor's Responsibility

Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the “Guidance Note”) issued by the Institute of Chartered Accountants of Indiaand the Standards on Auditing prescribed under Section 143(10) of the Companies Act 2013to the extent applicable to an audit of internal financial controls. Those Standards andthe Guidance Note require that we comply with ethical requirements and plan and performthe audit to obtain reasonable assurance about whether adequate internal financialcontrols over financial reporting was established and maintained and if such controlsoperated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reportingassessing the risk that a material weakness exists and testing and evaluating the designand operating effectiveness of internal control based on the assessed risk. The proceduresselected depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorizations ofmanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion to the best of our information and according to the explanations givento us the Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at March 31 2020 based on the internal controlover financial reporting

criteria 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.

For NPV And Associates
Chartered Accountants
Firm Regn No. - 129408W
Place: Mumbai Milan Chitalia
Date: 30/06/2020 Partner
UDIN: 20112275AAAAAS7489 Membership no.: 112275

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