THE MEMBERS OF MARTIN BURN LIMITED
REPORT ON THE STANDALONE IND AS FINANCIAL STATEMENTS Opinion
We have audited the accompanying Standalone Ind AS financial statements of MARTIN BURNLIMITED("the Company") which comprise the Balance sheet as at 31st March 2022the Statement of Profit and Loss (including other comprehensive income) Statement ofChanges in Equity and Statement of Cash Flows for the year then ended and notes to thefinancial statements including a summary of significant accounting policies and otherexplanatory information (hereinafter referred to as "standalone Ind AS financialstatements").
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone Ind AS financial statements give the informationrequired by the Companies Act' 2013 ("the Act") in the manner so required andgive a true and fair view in conformity with the Indian Accounting Standards prescribedunder section 133 of the Act read with the Companies (Indian Accounting Standards) Rules2015 as amended ("Ind AS") and other accounting principles generally acceptedin India of the state of affairs of the Company as at March 31 2022 and the loss andtotal comprehensive income changes in equity and its cash flows for the year ended onthat date.
Basis for Opinion
We conducted our audit of the Standalone Ind AS financial statements in accordance withthe Standards on Auditing (SAs) specified under section 143(10) of the Companies Act2013. Our responsibilities under those Standards are further described in the Auditor'sResponsibilities for the Audit of the Standalone Financial Statements section of ourreport. We are independent of the Company in accordance with the Code of Ethics issued bythe Institute of Chartered Accountants of India (ICAI) together with the ethicalrequirements that are relevant to our audit of the standalone financial statements underthe provisions of the Act and the Rules made thereunder and we have fulfilled our otherethical responsibilities in accordance with these requirements and the ICAI's Code ofEthics. We believe that the audit evidence we have obtained is sufficient and appropriateto provide a basis for our audit opinion on the standalone financial statements.
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 Standalone Financial Statements and Auditor's 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 ManagementDiscussion and Analysis Board's Report including Annexures to Board's Report andShareholder's Information but does not include the standalone financial statements andour auditor's report thereon.
Our opinion on the standalone financial statements does not cover the other informationand we do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements our responsibilityis to read the other information and in doing so consider whether the other informationis materially inconsistent with the standalone financial statements or our knowledgeobtained during the course of our audit or otherwise appears to be materially misstated.
If based on the work we have performed we conclude that there is a materialmisstatement of this other information we are required to report that fact. We havenothing to report in this regard.
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 Companies Act 2013 ("the Act") with respect to the preparation ofthese standalone financial statements that give a true and fair view of the financialposition financial performance total comprehensive income changes in equity and cashflows of the Company in accordance with the accounting principles generally accepted inIndia including the accounting Standards specified under section 133 of the Act. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding of the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriate ofaccounting policies; making judgments and estimates that are reasonable and prudent; anddesign implementation 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 statement that givea true and fair view and are free from material misstatement whether due to fraud orerror.
In preparing the standalone 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.
The Board of Directors are responsible for overseeing the Company's financial reportingprocess.
Auditor's Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the Standalonefinancial 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.
As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the standalonefinancial 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 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 exists we are required to draw attention inour auditor's report to the related disclosures in the standalone financial statements orif such disclosures are inadequate to modify our opinion. Our conclusions are based onthe audit evidence obtained up to the date of our auditor's report. However future eventsor conditions may cause the Company to cease to continue as a going concern.
Evaluate the overall presentation structure and content of the standalonefinancial statements including the disclosures and whether the standalone financialstatements represent the underlying transactions and events in a manner that achieves fairpresentation.
Materiality is the magnitude of misstatements in the standalone financial statementsthat individually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the financial statements may be influenced. We considerquantitative materiality and qualitative factors in (i) planning the scope of our auditwork and in evaluating the results of our work; and (ii) to evaluate the effect of anyidentified misstatements in the financial statements.
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 standalone financial statementsof the current period and are therefore the key audit matters. We describe these mattersin our auditor's 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
1. As required by the Companies (Auditor's Report) Order 2020 ("the Order")as amended issued by the Government of India in terms of sub-section (11) of section 143of the Act and on the basis of such checks of the books and records of the Company as weconsidered appropriate and according to the information and explanations given to us wegive in the "Annexure A" a statement on the matters specified in paragraphs 3and 4 of the said Order 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 purpose of our audit;
b. In our opinion proper books of account as required by law have been kept by theCompany so far as appears from our examination of those books
c. The balance sheet the statement of profit and loss including other comprehensiveincome the statement of cash flows and the statement of changes in equity dealt with bythis Report are in agreement with the books of account;
d. In our opinion the aforesaid standalone Ind AS financial statements comply with theapplicable Accounting Standards specified under Section 133 of the Act read with theCompanies (Indian Accounting 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 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 matter to be included in the Auditor's Report under section197(16) In our opinion and according to the information and explanations given to us theremuneration paid by the Company to its directors during the current year is in accordancewith the provisions of section 197 of the Act. The remuneration paid to any director isnot in excess of the limit laid down under section 197 of the Act. The Ministry ofCorporate Affairs has not prescribed other details under section 197(16) which arerequired to be commented upon by us.
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 in our opinionand to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financialposition in its Standalone Financial Statements - Refer paragraph 10 of the notes to thefinancial statements.
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 InvestorEducation and Protection Fund by the Company.
iv. (a) In our opinion and to the best of our information and according to theexplanations given to us Management has represented that to the best of it's knowledgeand belief other than as disclosed in the notes to the accounts no funds have beenadvanced or loaned or invested (either from borrowed funds or share premium or any othersources or kind of funds) by the company to or in any other person(s) or entity(ies)including foreign entities ("Intermediaries") with the understanding whetherrecorded in writing or otherwise that the Intermediary shall whether directly orindirectly lend or invest in other persons or entities identified in any manner whatsoeverby or on behalf of the company (?Ultimate Beneficiaries) or provide any guaranteesecurity or the like on behalf of the Ultimate Beneficiaries;
(b) In our opinion and to the best of our information and according to the explanationsgiven to us Management has represented that to the best of it's knowledge and beliefother than as disclosed in the notes to the accounts no funds have been received by theCompany from any person(s) or entity(ies) including foreign entities ("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; and
(c) In our opinion and to the best of our information and according to the explanationsgiven to us nothing has come to their notice that has caused us to believe that therepresentations under sub-clause (i) and (ii) of Rule 11(e) as provided under (a) and (b)above contain any material mis-statement.
No dividend have been declared or paid during the year by the company.
ANNEXURE "A" TO THE INDEPENDENT AUDITOR'S REPORT
Referred to in paragraph 1 under the heading 'Report on Other Legal & RegulatoryRequirement' of our report of even date to the standalone Ind AS financial statements ofthe Company for the year ended March 31 2022:
(i) (a) (A) The Company has maintained proper records showing full particularsincluding quantitative details
and situation of fixed assets (property plant and equipment).
(B) The Company has maintained proper records showing full particulars of intangibleassets.
(b) All the property plant and equipment have not been physically verified by themanagement during the year but there is regular programme of phase-wise verificationwhich in our opinion is reasonable having regard to the size of the Company and thenature of its assets. As informed no material discrepancies were noticed on suchverifications.
(c) The title deeds of Immovable properties are held in the name of the company.
(d) The company has not revalued its Property Plant and Equipment (including Right ofUse assets) or intangible assets or both during the year.
(e) No proceedings have been initiated or are pending against the company for holdingany benami property under the Benami Transactions (Prohibition) Act 1988 (45 of 1988) andrules made thereunder.
(ii) (a) The management has conducted the physical verification of inventory atreasonable intervals. No material discrepancies were noticed on such physicalverification.
(b) The company has not been sanctioned working capital limits in excess of five crorerupees in aggregate from banks or financial institutions on the basis of security ofcurrent assets. Accordingly reporting under clause 3(ii)(b) of the Order is notapplicable.
(iii) The Company has not made any investments in provided any guarantee or securityor granted any loans or advances in the nature of loans secured or unsecured tocompanies firms Limited Liability partnerships or other parties. In view of the abovethe clauses (iii)(a) (iii)(b) (iii)(c) (iii)(d) (iii)(e) and (iii)(f) of the Order arenot applicable.
(iv) The Company has not granted any loans or made any investments or given anyguarantee and security covered under Section 185 and 186 of the Companies Act 2013.Accordingly Clause 3(iv) of the Order is not applicable to the Company.
(v) The Company has not accepted any deposits from the public and hence the directivesissued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any otherrelevant provisions of the Act and the Companies (Acceptance of Deposit) Rules 2015 withregard to the deposits accepted from the public are not applicable.
(vi) Books of accounts maintained by the Company where the maintenance of cost recordshas been specified by the Central Government under sub-section (1) of section 148 of theAct and the rules framed thereunder is not applicable to the Company.
(vii) (a) According to the information and explanations given to us and the record ofthe Company examined by us in our opinion Undisputed statutory dues including Goods andService Tax provident fund ESI income tax sales-tax wealth tax service tax customduty excise duty value added tax cess and other statutory dues have generally beenregularly deposited with the appropriate authorities and there are no undisputed duesoutstanding as on 31st March 2022 for a period of more than six months from the date theybecame payable.
(b) According to the information and explanations given to us there is no statutorydues referred to in subclause (a) that have not been deposited on account of any dispute.
(viii) According to the information and explanation given to us there are notransactions which have not been recorded in the books of accounts and have beensurrendered or disclosed as income during the year in the tax assessments under the IncomeTax Act 1961.
(ix) (a) The company has not defaulted in repayment of loans or other borrowings or inthe payment of interest thereon to any lender.
(b) According to the information and explanations given to us and the records of theCompany examined by us the Company has not been declared wilful defaulter by any bank orfinancial institution or other lender.
(c) According to the information and explanations given to us and the records of theCompany examined by us the term loans were applied for the purpose for which the loanswere obtained.
(d) No funds raised during the year on short term basis that have been utilised forlong term purpose.
(e) As the company doesn't have any subsidiary joint venture or associates so theraising funds from any entity or person on account of or to meet the obligation of itssubsidiaries joint ventures or associates doesn't arise.
(f) As the company doesn't have any subsidiary joint venture or associates so theraising loans during the year on the pledge of securities held in its subsidiaries jointventures or associates doesn't arise.
(x) a) Based upon the audit procedures performed and the information and explanationsgiven by the management the Company has not raised any money by way of initial publicoffer or further public offer. According to the information and explanations given to usthe money raised by the Company by way of term loans have been applied for the purpose forwhich they were obtained.
b) Based upon the audit procedures performed and the information and explanations givenby the management the Company has not made any preferential allotment or privateplacement of shares or Convertible Debentures (fully partially or optionally convertible)during the year.
(xi) a) Based upon the audit procedures performed and the information and explanationsgiven by the management we report that no fraud by the Company or on the Company has beennoticed or reported during the year.
b) No report under sub-section (12) of section 143 of the Companies Act has been filedby the auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit andAuditors) Rules 2014 with the Central Government during the year and upto the date ofthis report.
c) There are no whistle-blower complaints received during the year by the Company.
(xii) In our opinion and according to the information and explanations given to us theCompany is not a Nidhi Company. Hence reporting under clause 3(xii) of the Order is notapplicable.
(xiii) The Company has complied with the provisions of Section 177 and 188 of theCompanies Act 2013 w.r.t. transactions with the related parties wherever applicable.Details of the transactions with the related parties have been disclosed in the financialstatements as required by the applicable Ind AS.
(xiv) (a) In our opinion the Company has an adequate internal audit system commensuratewith the size and nature of its business.
(b) We have considered the Internal Auditors reports for the year under audit issuedto the Company during the year and till date in determining the nature time and extentof our audit procedures.
(xv) According to information and explanation given to us the Company has not enteredinto any non-cash transactions with the directors or persons connected with them ascovered under Section 192 of the Companies Act 2013.
(xvi) (a) According to information and explanation given to us the Company is notrequired to be registered u/s
45-IA of Reserve Bank of India Act 1934.
(b) Company has not conducted any non-banking financial or housing finance activitieswithout a valid certificate of registration from Reserve Bank of India as per the ReserveBank of India Act 1934 and accordingly reporting under Clause 3(xvi)(b) of the Order isnot applicable to the Company.
(c) Company is not a Core Investment Company (CIC) as defined under the Regulations bythe Reserve Bank of India and accordingly reporting under Clause 3(xvi)(c) of the Order isnot applicable to the Company.
(d) According to information and explanation given to us there is no core investmentcompany within the Group (as defined in the Core Investment Companies (Reserve Bank)Directions 2016) and accordingly reporting under Clause 3(xvi)(d) of the Order is notapplicable to the Company.
(xvii) Based upon the audit procedures performed and the information and explanationsgiven by the management we report that Company has not incurred any cash losses in thefinancial year and in the immediately preceding financial year.
(xviii) There has been no resignation of the statutory auditors of the Company duringthe year.
(xix) Based upon the audit procedures performed and the information and explanationsgiven by the management on the basis of financial ratios ageing and expected date ofrealisation of financial asset and payment of financial liabilities we report that nomaterial uncertainty exist as on date of audit report that the company is not capable ofmeeting its liabilities existing at the date of balance sheet as and when they fall duewithin a period of one year from the balance sheet date.
(xx) Based on our examination the provision of section 135 are not applicable on thecompany. Hence this clause is not applicable on the company.
(xxi) The company is not required to prepare Consolidate financial statement hence thisclause is not applicable.
ANNEXURE "B" TO THE INDEPENDENT AUDITOR'S REPORT
Referred to in paragraph 2(f) under the heading 'Report on Other Legal & RegulatoryRequirement' of our report of even date to the standalone Ind AS financial statements ofthe Company for the year ended March 31 2022:
Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section143 of the Companies Act 2013 ("the Act")
We have audited the internal financial controls over financial reporting of MARTIN BURNLIMITED ("the Company") as of March 31 2022 in conjunction with our audit ofthe standalone Ind AS financial statements of the Company for the year ended on that 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.
Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting(the "Guidance Note") and the Standards on Auditing issued by ICAI and deemedto be prescribed under section 143(10) of the Companies Act 2013 to the extentapplicable to an audit of internal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the Institute of Chartered Accountants ofIndia. Those Standards and the Guidance Note require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetheradequate internal financial controls over financial reporting was established andmaintained and if such controls operated effectively in all material respects.
Our 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 depends on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the standalone Ind AS financial statements whether due to fraudor 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.
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 312022 based on the internal controlover financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the Institute of Chartered Accountants ofIndia.
|"Martin Burn House" 3rd Floor ||For Saraf & Co. |
|1 R.N. Mukherjee Road ||Chartered Accountants |
|Kolkata- 700001 ||Firm Registration No. 312045E |
| ||(D.P Saraf) |
|Date: May 27th 2022 ||Partner |
|UDIN: 22050505AKFJGP6907 ||Membership No. 050505 |