THE MEMBERS OF SILGO RETAIL LIMITED.
Report on the Financial Statements
We have audited the accompanying nancial statements of M/S SILGO RETAIL LIMITED("the Company") which comprise the balance sheet as at March 31 2020 and theStatement of Pro t and Loss and statement of cash ows for the year then ended and notesto the nancial statements including a summary of Significant Accounting policies andother explanatory information.
In our opinion and to the best of our information and according to the explana onsgiven to us the aforesaid nancial statements give the information required by theCompanies Act 2013 (Act') in the manner so required and give a true and fair viewin conformity with the Accounting principles generally accepted in India of the state ofa airs of the Company as at March 31 2020 its pro t and cash ows for the year ended onthat date.
Basis for opinion
We conducted our audit in accordance with the standards on audi ng speci ed under secon 143 (10) of the Companies Act 2013. Our responsibili es under those Standards arefurther described in the auditor's responsibili es for the audit of the nancial statementssec on of our report. We are independent of the Company in accordance with the code ofethics issued by the Ins tute of Chartered Accountants of India together with the ethicalrequirements that are relevant to our audit of the nan-cial statements under theprovisions of the Act and the rules there under and we have ful lled our other ethicalresponsibili es in accordance with these requirements and the code of ethics.
We believe that the audit evidence we have obtained is su cient and appropriate toprovide a basis for our opinion.
Key audit ma ers
Key audit ma ers are those ma ers that in our professional judgment were of mostsigni cance in our audit of the nancial statements of the current period. These ma erswere addressed in the context of our audit of the nancial statements as a whole and informing our opinion thereon and we do not provide a separate opinion on these ma ers.
There are no Key Audit Ma ers Reportable as per SA 701 issued by ICAI.
Information other than the nancial statements and Auditors' Report thereon
The Company's board of directors is responsible for the prepara on of the otherinformation. The other information comprises the information included in the ManagementDiscussion and Analysis Board's Report including Annexures to Board's Report CorporateGovernance and Shareholder's Information but does not include the nancial statements andour auditor's report thereon.
Our opinion on the nancial statements does not cover the other information and we donot express any form of assurance conclusion thereon.
In connec on with our audit of the nancial statements our responsibility is to readthe other informa- on and in doing so consider whether the other information ismaterially inconsistent with the nan-cial statements or our knowledge obtained in theaudit or otherwise appears to be materially misstated. Based on work we performed weconclude that there is no material misstatement of this other information. We have nothingto report in this regard.
Management's responsibility for the nancial statements
The Company's board of directors are responsible for the ma ers stated in sec on 134(5) of the Act with respect to the prepara on of these nancial statements that give a trueand fair view of the nan-cial posi on nancial performance and cash ows of the Company inaccordance with the Accounting principles generally accepted in India including theAccounting standards speci ed under sec on 133 of the Act.
This responsibility also includes maintenance of adequate Accounting records inaccordance with the provisions of the Act for safeguarding of the assets of the Companyand for preven ng and detec ng frauds and other irregulari es; selec on and applica on ofappropriate Accounting policies; making judgments and es mates that are reasonable andprudent; and design implementa on and maintenance of adequate internal nancial controlsthat were opera ng e ec vely for ensuring the accuracy and completeness of the Accountingrecords relevant to the prepara on and presenta on of the nan-cial statement that give atrue and fair view and are free from material misstatement whether due to fraud or error.
In preparing the nancial statements management is responsible for assessing theCompany's ability to con nue as a going concern disclosing as applicable ma ers relatedto going concern and using the going concern basis of Accounting unless management eitherintends to liquidate the Company or to cease opera ons or has no realis c alterna ve butto do so.
The board of directors are also responsible for overseeing the Company's nancial reporng process.
Auditor's responsibili es for the audit of the nancial statements
Our objec ves are to obtain reasonable assurance about whether the nancial statementsas a whole are free from material misstatement whether due to fraud or error and toissue an auditor's report that includes our opinion. Reasonable assurance is a high levelof assurance but is not a guarantee that an audit conducted in accordance with SAs willalways detect a material misstatement when it exists. Misstatements can arise from fraudor error and are considered material if individually or in the aggregate they couldreasonably be expected to in uence the economic decisions of users taken on the basis ofthese nancial statements.
As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional scep cism throughout the audit. We also:
Iden fy and assess the risks of material misstatement of the nancial statementswhether due to fraud or error design and perform audit procedures responsive to thoserisks and obtain audit evidence that is su cient and appropriate to provide a basis forour opinion. The risk of not detec ng a material misstatement resul ng from fraud ishigher than for one resul ng from error as fraud may involve collusion forgery intenonal omissions misrepresenta ons or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to designaudit procedures that are appropriate in the circumstances. Under sec on 143(3)(i) of theCompanies Act 2013 we are also responsible for expressing our opinion on whether thecompany has adequate internal nancial controls system in place and the opera ng e ecveness of such control.
Evaluate the appropriateness of Accounting policies used and the reasonableness ofAccounting es mates and related disclosures made by management.
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 condi- ons that may cast Significant doubt on the Company'sability to con nue as a going concern. If we conclude that a material uncertainty existswe are required to draw a en on in our auditor's report to the related disclosures in thenancial statements or if such disclosures are inadequate to modify our opinion. Ourconclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However future events or conditions may cause the Company to cease to con nue asa going concern.
Evaluate the overall presenta on structure and content of the nancial statementsincluding the disclosures and whether the nancial statements represent the underlyingtransac ons and events in a manner that achieves fair presenta on.
We communicate with those charged with governance regarding among other ma ers theplanned scope and ming of the audit and Significant audit ndings including anySignificant de ciencies in internal control that we iden fy 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 rela onships and other ma ers that may reasonably be thought to bear on ourindependence and where applicable related safeguards. From the ma ers communicated withthose charged with governance we determine those ma ers that were of most signi cance inthe audit of the nancial statements of the current period and are therefore the key auditma ers .We describe these ma ers in our auditor's report unless law or regula on precludespublic disclosure about the ma er or when in extremely rare circumstances we determinethat a ma er should not be communicated in our report because the adverse consequences ofdoing so would reasonably be expected to outweigh the public interest bene ts of suchcommunica on.
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 sub-sec on (11) of sec on 143 of theCompanies Act 2013 we give in Annexure "A" a statement on the ma ers speci edin paragraphs 3 and 4 of the Order. As required by Sec on 143(3) of the Act we reportthat:
(a) We have sought and obtained all the information and explana ons 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 examina on of those books;
(c) The balance sheet the statement of pro t and loss and the cash ow statement dealtwith by this report are in agreement with the books of account;
(d) In our opinion the aforesaid nancial statements comply with the Accountingstandards speci ed under sec on 133 of the Act read with rule 7 of the Companies(Accounts) Rules 2014;
(e) On the basis of the wri en representa ons received from the directors as on March31 2020 taken on record by the board of directors none of the directors is disquali edas on March 31 2020 from being appointed as a director in terms of Sec on 164 (2) of theAct;
(f) With respect to the adequacy of the internal nancial controls over nancial repor ngof the Company and the opera ng e ec veness of such controls refer to our separate reportin "Annexure B". Our report expresses an unmodi ed opinion on the adequacy andopera ng e ec veness of the Company's internal nancial controls over nancial repor ng;
(g) With respect to the other ma ers to be included in the Auditor's Report inaccordance with the requirements of sec on 197 (16) of the Act as amended in our opinionand to the best of our informa- on and according to the explana ons given to us theremunera on paid by the Company to its directors during the year is in accordance with theprovisions of sec on 197 of the Act; and
(h) With respect to the other ma ers 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 explana ons given to us;
a) The Company does not have any pending li ga ons which would impact its nancial posion;
b) The Company did not have any long-term contracts including deriva ve contracts forwhich there were any material foreseeable losses; and
c) There has been no delay in transferring amounts required to be transferred to theInvestor Educa on and Protec on Fund by the Company.
(ix) During the year the Company did not raise any money by way of ini al public o eror further public o er (including debt instrument) and term loans during the year.Accordingly paragraph 3(ix) to the information and opinion given to us all of the moneyhas been applied for the purpose for which it was raise. The company has not raised anyterm loan during the year.
(x) To the best of our knowledge and according to the information and explana ons givento us no fraud by the Company or no material fraud on the Company by its o cers oremployees has been no ced or reported during the year.
(xi) In our opinion and according to the information and explana ons given to us theCompany has paid/ provided managerial remunera on in accordance with the requisiteapprovals mandated by the provisions of sec on 197 read with Schedule V to the Act.
(xii) The Company is not a Nidhi Company and accordingly paragraph 3 (xii) of theorder is not applica- ble to the Company.
(xiii) According to the information and explana ons given to us and based on ourexamina on of the records of the company transac ons with the related par es are incompliance with sec on 177 and 188 of the Act. Where applicable the details of suchtransac ons have been disclosed in the nancial statements as required by the applicableAccounting standards.
(xiv) According to the information and explana ons given to us during the year theCompany has made preferen al allotment of 1600000 Shares @ 40 Rs (Including 30/- Rs.Security Premium) Each and the amount raised has been used for the purpose for which thefunds were raised.
(xv) In our opinion and according to the information and explana ons given to usduring the year the Company has not entered into any non-cash transac ons with itsdirectors or persons connected with him and hence provisions of sec on 192 of the Act isnot applicable to the Company.
(xvi) The Company is not required to be registered under sec on 45-IA of the ReserveBank of India Act 1934.
Annexure B' to the Independent Auditors' Report
Report on the Internal Financial Controls under Clause (i) of Sub-sec on 3 of Sec on143 of the Companies Act 2013 (the Act"). We have audited the internal nancialcontrols over nancial repor ng of Silgo Retail Limited (the Company') as of March31 2020 in conjunc on with our audit of the nancial statements of the Company for theyear ended on that date.
Management's Responsibility for Internal Financial Controls
The Company's management is responsible for establishing and maintaining internalnancial controls based on the internal control over nancial repor ng criteria establishedby the Company considering the essen al components of internal control stated in theGuidance Note on Audit of Internal Financial Controls over Financial Repor ng issued bythe Ins tute of Chartered Accountants of India (ICAI'). These responsibili esinclude the design implementa on and maintenance of adequate internal nan-cial controlsthat were opera ng e ec vely for ensuring the orderly and e cient conduct of its businessincluding adherence to company's policies safeguarding of its assets preven on anddetec- on of frauds and errors accuracy and completeness of the Accounting records andthe mely prepa-ra on of reliable nancial information as required under the Companies Act2013.
Our responsibility is to express an opinion on the Company's internal nancial controlsover nancial repor ng based on our audit. We conducted our audit in accordance with theGuidance Note on Audit of Internal Financial Controls over Financial Repor ng (theGuidance Note') and the Standards on Audi ng issued by ICAI and deemed to beprescribed under sec on 143 (10) of the Companies Act 2013 to the extent applicable toan audit of internal nancial controls both applicable to an audit of Internal FinancialControls and both issued by the Ins tute of Chartered Accountants of India. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate internalnancial controls over nancial repor ng was established and maintained and if such controlsoperated e ec vely in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal nancial controls system over nancial repor ng and their opera ng e ec veness.Our audit of internal nancial controls over nancial repor ng included obtaining anunderstanding of internal nancial controls over nancial repor ng assessing the risk thata material weakness exists and tes ng and evalua ng the design and opera ng e ec venessof internal control based on the assessed risk. The procedures selected depend on theauditors' judgment including the assessment of the risks of material misstatement of thenancial statements whether due to fraud or error.
We believe that the audit evidence we have obtained is su cient and appropriate toprovide a basis for our audit opinion on the Company's internal nancial controls systemover nancial repor ng.
Meaning of Internal Financial Controls over Financial Repor ng
A company's internal nancial control over nancial repor ng is a process designed toprovide reasonable assurance regarding the reliability of nancial repor ng and the preparaon of nancial Statements for external purposes in accordance with generally acceptedAccounting principles. A company's internal nancial control over nancial repor ng includesthose policies and procedures that
(1) pertain to the maintenance of records that in reasonable detail accurately andfairly re ect the transac ons and disposi ons of the assets of the company;
(2) provide reasonable assurance that transac ons are recorded as necessary to permitprepara on of nancial statements in accordance with generally accepted Accountingprinciples and that receipts and expenditures of the company are being made only inaccordance with authorisa ons of management and directors of the company; and
(3) provide reasonable assurance regarding preven on or mely detec on of unauthorisedacquisi on use or disposi on of the company's assets that could have a material e ect onthe nancial state- ments.
Inherent Limita ons of Internal Financial Controls over Financial Repor ng
Because of the inherent limita ons of internal nancial controls over nancial repor ngincluding the possibility of collusion or improper management override of controlsmaterial misstatements due to error or fraud may occur and not be detected. Also projecons of any evalua on of the internal nan-cial controls over nancial repor ng to futureperiods are subject to the risk that the internal nancial control over nancial repor ngmay become inadequate because of changes in conditions or that the degree of compliancewith the policies or procedures may deteriorate.
In our opinion the Company has in all material respects an adequate internal nancialcontrols system over nancial repor ng and such internal nancial control over nancial reporng were opera ng e ec vely as at March 31 2020 based on the internal control overnancial repor ng criteria established by the Company considering the essen al componentsof internal control stated in the Guidance Note on Audit of Internal Financial Controlsover Financial Repor ng issued by the Ins tute of Chartered Accountants of India.
|For JK SARAWGI & Co. || |
|Chartered Accountants || |
|FRN-006836C || |
|(CA Laxmi Ta wala) || |
|Partner ||Date : 25.06.2020 |
|M.No.- 418000 ||Place: Jaipur |