To the Members of STL GLOBAL LIMITED
Report on the Audit of the Financial statements
We have audited the accompanying financial statements of STL GLOBAL LIMITED ("theCompany") which comprise the Balance Sheet as at March 31 2019 the Statement ofProfit & Loss (including other comprehensive income) the Cash Flow Statement and thestatement of changes in Equity for the year then ended and notes to the financialstatements including a summary of the significant accounting policies and otherexplanatory information. In our opinion and to the best of our information and accordingto the explanations given to us the aforesaid financial statements give the informationrequired by the Companies Act2013 ("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 generallyaccepted in India of the state of affairs of the Company as at March 312019 and itsprofit and other comprehensive income changes in equity and its cash flows for the yearended on that date.
Basis for Opinion
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 SAs are further described in the Auditor's responsibilities for the Audit of theFinancial Statements section of our report. We are independent of the Company inaccordance with the code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thefinancial statements under the provisions of the Act and the rules made thereunder and wehave fulfilled our ethical responsibilities in accordance with these requirements and theCode of Ethics. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our opinion on the financial statements.
Key Audit Matters
Key audit matters are those matters that in our professional judgement 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.
The Key Audit matters came into light during our Audit are as follows:
a) Revenue Recognition:
Revenue is recognized to the extent that economic benefit will flow to the Company andthe revenue can be reliably measured. It is measured at fair value consideration receivedor receivable net of return and allowances discount and rebates. The Company recognizesrevenue when it satisfies its performance obligation by transferring the goods to thecustomers.
Revenue is the key driver of the business and judgement is involved in determining whencontractual obligations have been performed and to the extent that the right toconsideration has been earned.
The Management of the company focuses on revenue as a key performance measure whichcould create an incentive for revenue to be recognized before the risk and rewards havebeen transferred. We therefore identified Revenue Recognition as a significant risk andkey audit matters.
b) Employee Benefit:
As per the provisions of Payment of Gratuity Act1972 every employer liable for thepayment of gratuity should get his liability covered by an insurance. Otherwise theemployer can maintain an approved fund (herein referred as "Plan Asset") for thepurpose of payment of gratuity. However it is observed that the Company has madeprovisions in the financial statement for payment of gratuity but has not get it coveredthe same by insurance or has maintained an approved fund.
Information other than the Financial Statements and Auditors' Report Thereon
The Company's management and Board of Directors are responsible for the otherinformation. The other information comprises the information included in the Company'sAnnual Report but does not include the financial statements and our auditors' reportthereon. Our opinion on the financial statements does not cover the other information andwe do not express any form of assurance conclusion thereon. In connection with our auditof the financial statements our responsibility is to read the other information and indoing so consider whether the other information is materially inconsistent with thefinancial statements or our knowledge obtained in the audit or otherwise appears to bematerially misstated. If based on the work we have performed we conclude that there is amaterial misstatement of this other information we are required to report that fact. Wehave nothing to report in this regard.
Management's Responsibility for the Financial Statements
The Company's management and Board of Directors are responsible for the matters statedin Section 134(5) of the Act with respect to the preparation of these financial statementsthat give a true and fair view of the state of affairs profit or loss 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 read with relevantrules issued thereunder as amended.
This responsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness ofthe accounting records relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free from material misstatement whetherdue to fraud or error.
In preparing the financial statements management and Board of Directors areresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternatives but to do so.
The Board of Directors is responsible for overseeing the Company's financial reportingprocess.
Auditor's Responsibility 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 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 theses financial statements.
As part of an audit in accordance with SAs we exercise professional judgement andmaintain professional skepticism throughout the audit. We also:
1. Identify and assess the risks of material misstatement of the financial statementswhether due to fraud or error design and perform audit procedures 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 omissions misrepresentations or the override of internal control.
2. Obtain an understanding of internal control relevant to the audit in order to designaudit procedures that are appropriate in the circumstances. Under section 143(3) (i) ofthe Act we are also responsible for expressing our opinion on whether the company hasadequate internal financial controls over financial reporting in place and the operatingeffectiveness of such controls.
3. Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures 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 auditor's 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 auditor'sreport. However future events or conditions may cause the Company to cease to continue asa going concern.
5. 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 ourauditor's 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 (Auditor's Report) Order 2016 ("the Order")issued by the Central Government in terms of sub-section (11) of Section 143 of the Actwe give in the "Annexure-A" a statement on the matters specified in paragraph 3and 4 of the 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 it 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 Financial statements comply with the applicableAccounting Standards specified under section 133 of the Act as applicable;
e) on the basis of written representations received from the directors as on March 312019 taken on record by the Board of Directors none of the directors is disqualified ason March 31 2019 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 and the operating effectiveness of such controls refer to our separate reportin "Annexure-B". Our reports express an unmodified opinion on the adequacy andoperating effectiveness of the Company's internal financial control over financialreporting.
g) 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 explanation given to us:
i. The company has disclosed the impact of pending litigation on its financial positionin its Financial statements.
ii. The company did not have any long- term contracts including derivative contractsfor which 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 during the year.
For Vishnu Aggarwal Associates
Firm Registration No. : 007231C
Membership No. 086573
May 30 2019
Annexure A to the Independent Auditor's Report
With reference to the Annexure referred to in paragraph 1 under "Report on otherLegal and Regulatory requirements" section of our independent Auditor's report of theCompany for the year ended 31st March 2019 we report that:
(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.
(b) According to the information and explanations given to us the fixed assets havebeen physically verified by the management during the year in a phased periodical mannerwhich in our opinion is reasonable having regard to the size of the Company and nature ofthe assets. No material discrepancies were noticed on such physical verification.
(c) According to the information and explanation given to us and on the basis of ourexamination of the records of the Company the title deeds of immovable properties areheld in the name of the Company.
(ii) As explained to us the stocks of inventories have been physically verified by themanagement during the year at regular intervals. In our opinion the frequency of suchverification is reasonable having regard to the size of the Company and nature of itsbusiness. The Company is maintaining proper records of inventory as explained to usthere were no material discrepancies noticed on physical verification of inventories bythe management
(iii) According to the information and explanation given to us and on the basis of ourexamination of the books of accounts the company has not granted any loans secured orunsecured to companies firms or other parties as listed in the register maintained undersection 189 of the Companies Act 2013.
(iv) In our opinion and according to the information and explanations given to us theCompany has not granted any loans made any investments or provided any guarantees orsecurity to which the provisions of section 185 and 186 of the Act apply. Hence reportingunder clause (iv) of the Order is not applicable.
(v) According to the information and explanation given to us the Company has notaccepted any deposits from the public covered under section 73 to 76 of the Act and therules made thereunder. Hence reporting under clause (v) of the Order is not applicable.
(vi) In our opinion and according to the information and explanation given to us theCentral Government has not prescribed the maintenance of cost records under section 148(1) of the Companies Act 2013.
(vii) According to the information and explanations given to us in respect ofstatutory dues:
(a) The Company is generally regular in depositing undisputed statutory dues includingProvident fund Employee's State Insurance Income tax Goods and service tax Customduty Cess and any other statutory dues as applicable to it with the appropriateauthorities.
(b) There are no undisputed amount payable in respect of statutory dues payable as at31st March 2019 for a period of more than six months from the date they become payable.
(c) According to the information and explanation given to us the following dues havenot been deposited with the concerned authorities on account of dispute
|Name of the Statue ||Nature of Dues ||Amount Rupees ||Forum where Dispute is pending |
|Local Area Development Ordiance-2000 ||Local Area Development Tax ||4799479 ||Jt. Excise & Taxation Commissioner Faridabad |
|HVAT Act ||Sale Tax ||2191221 ||Jt. Excise & Taxation Commissioner Faridabad |
|HVAT Act ||Sale Tax ||3070369 ||Jt. Excise & Taxation Commissioner Faridabad |
(viii) In our opinion and according to the information and explanations given to usthe Company has not defaulted in repayment of loans and interest to bank and financialinstitutions during the year and are repaying as per rescheduled / restructured by lender.
(ix) In our opinion and according to the information and explanations given to us theCompany has not raised money by way of initial public offer (including debt instrument)and term loans during the year and hence reporting under clause (ix) of the order is notapplicable.
(x) To the best of our knowledge and according to the information and explanationsgiven to us no fraud by the Company and no 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 managerial remuneration in accordance with the requisiteapprovals mandated by the provisions of Section 197 read with schedule V to the Act.
(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 usthe Company is in compliance with Section 177 and 188 of the Act where applicable for alltransactions with the related parties and the details of related party transactions havebeen disclosed in the financial statement as required by the applicable accountingstandards.
(xiv) During the Year the company has not made any preferential allotment or privateplacement of shares or fully or partly convertible debentures hence reporting under clause(xiv) of the Order is not applicable to the Company.
(xv) In our Opinion and according to the information and explanations given to us theCompany has not entered into any non-cash transactions with its directors or personsconnected with them and hence reporting under clause (xv) of the Order are not applicableto the Company.
(xvi) In our opinion the company is not required to be registered under section 45 IAof the Reserve Bank of India Act 1934 and accordingly the provisions of clause (xvi) ofthe Order are not applicable to the Company.
For Vishnu Aggarwal Associates
Firm Registration No. : 007231C
Membership No. 086573
May 30 2019
Annexure B to the Independent Auditor's Report
Report on the Internal Financial Controls over financial reporting under Clause (i) ofSubsection 3 of Section 143 of the Companies Act 2013 ("the Act")
We have audited the internal financial controls over financial reporting of STL GlobalLimited ("the Company") as of March 31 2019 in conjunction with our audit ofthe 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 financial controls over financial reportingcriteria established by the Company considering the essential components of internalcontrol stated in the Guidance Note on Internal Financial Controls over Financialreporting issued by the Institute of Chartered Accountants of India (the "GuidanceNote"). These responsibilities include the design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theorderly and efficient conduct of its business including adherence to company's policiesthe safeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Act.
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 and the Standards on Auditing prescribed under section 143(10) ofthe Act to the extent applicable to an audit of internal financial controls overfinancial reporting. Those Standards and the Guidance Note require that we comply withethical requirements and plan and perform the audit to obtain reasonable assurance aboutwhether adequate internal financial controls over financial reporting were established andmaintained and whether such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls assessing the risk that amaterial weakness exists and testing and evaluating the design and operatingeffectiveness of internal control based on the assessed risk. The procedures selecteddepend on the auditor's judgement including the assessment of the risks of materialmisstatement 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 overfinancial 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 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 authorizations of management and directors of the company; and
(3) provide reasonable assurance regarding prevention or timely detection ofunauthorized acquisition use or disposition of the company's assets that could have amaterial 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 the Company has in all material respects an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31 2019 based on theinternal control over financial reporting criteria established by the Company consideringthe essential components of internal control stated in the Guidance Note on Audit ofInternal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.
For Vishnu Aggarwal Associates
Firm Registration No. : 007231C
Membership No. 086573
May 30 2019