SURATWWALA BUSINESS GROUP LIMITED
Report on the Audit of the Standalone Financial Statements
1. We have audited the accompanying standalone financial statements of SURATWWALABUSINESS GROUP LIMITED (Formerly known as SURATWALA HOUSING PRIVATE LIMITED and SURATWWALABUSINESS GROUP PRIVATE LIMITED) (the "Company") which comprise the balancesheet as at March 31 2022 the Statement of Profit and Loss and statement of cash flowsfor the year then ended and notes to the financial statements including a summary ofsignificant accounting policies and other explanatory information.
2. In our opinion and to the best of our information and according to the explanationsfurnished to us the said financial statements read together with the significantAccounting Policies & others notes thereon give the information as required by theCompanies Act 2013 (the "Act") in the manner so required and give a true andfair view in conformity with the Accounting principles generally accepted in India:
a. In the case of Balance Sheet of the state of affairs of the Company as at March312022
b. In the case of the Statement of Profit and Loss of the Profit for the year ended onthat date.
c. In the case of the Statement of Cash Flow of the Cash Flow for year ended on thatdate.
Basis for opinion
3. We conducted our audit in accordance with the standards on auditing specified undersection 143 (10) of the Act. Our responsibilities under those Standards are furtherdescribed in the auditor's responsibilities for the audit of the financial statementssection of our report. We are independent of the Company in accordance with the code ofethics issued by the Institute of Chartered Accountants of India together with the ethicalrequirements that are relevant to our audit of the financial statements under theprovisions of the Act and the rules thereunder and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the code of ethics.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our opinion.
Emphasis of Matter
4. We draw attention to Note 15 to the financial statements which states that themanagement has made an assessment of the impact of COVID-19 on the Company's operationsfinancial performance and position as at and for the year ended March 31 2022 and hasconcluded that there is no additional impact which is required to be recognized in thefinancial statements. Accordingly no adjustments have been made to the financialstatements. Our opinion is not modified in respect of this matter.
Key audit matters
5. Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the financial statements for the financial year ended March312022. These matters were addressed in the context of our audit of the financialstatements as a whole and in forming our opinion thereon and we do not provide aseparate opinion on these matters. For each matter below our description of how our auditaddressed the matter is provided in that context.
We have determined that there are no key audit matters to be communicated in ourreport.
Information other than the financial statements and auditors' report thereon
6. The Company's board of directors is responsible for the preparation of the otherinformation. The other information comprises of the information included in the Board'sReport including Annexures to Board's Report Business Responsibility Report but does notinclude the financial statements and our auditor's report thereon.
Our opinion on the financial statements does not cover the other information and we donot express any form of assurance conclusion thereon.
In connection with our audit of the financial statements our responsibility is to readthe other information and in doing so consider whether the other information ismaterially inconsistent with the financial statements or our knowledge obtained during thecourse 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 only then we are required to report that fact. Wehave nothing to report in this regard.
Management's responsibility for the financial statements
7. The Company's board of directors are responsible for the matters stated in section134 (5) of the Act with respect to the preparation of these financial statements thatgive a true and fair view of the financial position financial performance and cash flowsof the Company in accordance with the accounting principles generally accepted in Indiaincluding the accounting standards specified under section 133 of the Act. Thisresponsibility also includes maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding of the assets ofthe Company and for preventing and detecting frauds and other irregularities; selectionand application of appropriate accounting policies; making judgments and estimates thatare reasonable and prudent; and design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe financial statement that give a true and fair view and are free from materialmisstatement whether due to fraud or error.
In preparing the financial statements management is responsible for assessing theCompany's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so.
The board of directors are also responsible for overseeing the Company's financialreporting process.
Auditor's responsibilities for the audit of the financial statements
8. 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 Standard on Auditing we exercise professionaljudgement and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financialstatements whether due to fraud or error design and perform audit procedures responsiveto those risks and obtain audit evidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error as fraud may involve collusionforgery intentional omissions misrepresentations or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order todesign audit procedures that are appropriate in the circumstances. Under section 143(3)(i)of the Act we are also responsible for expressing our opinion on whether the company hasadequate internal financial controls system in place and the operating effectiveness ofsuch controls.
Evaluate the appropriateness of accounting policies used and the reasonablenessof accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the going concern basisof accounting and based on the audit evidence obtained whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company'sability to continue as a going concern. If we conclude that a material uncertainty existswe are required to draw attention in our 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.
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.
Materiality is the magnitude of misstatements in the financial statements thatindividually or in aggregate makes it probable that the economic decisions of reasonablyknowledgeable user of the financial statement may be influenced. We consider quantitativemateriality and qualitative factors in (i) planning scope of our audit work and inevaluating the results of our work; (ii) to evaluate the effect of any identifiedmisstatements 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 withthose charged with governance we determine those matters that were of most significancein the audit of the financial statements of the current period and are therefore the keyaudit matters. We describe these matters in our auditor's report unless law or regulationprecludes public disclosure about the matter or when in extremely rare circumstances wedetermine that a matter should not be communicated in our report because the adverseconsequences of doing so would reasonably be expected to outweigh the public interestbenefits of such communication.
Report on other legal and regulatory requirements
9. As required by the Companies (Auditor's Report) Order 2010 ("the Order")issued by the Central Government of India in terms of sub-section (11) of section 143 ofthe Companies Act 2013 we give in the Annexure "A" a statement on the mattersspecified in paragraphs 3 and 4 of the Order to the extent applicable.
As required by Section 143(3) of the Act we report that:
(a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit;
(b) In our opinion proper books of account as required by law have been kept by theCompany so far as it appears from our examination of those books;
(c) The balance sheet the statement of profit and loss and the cash flow statementdealt with by this report are in agreement with the books of account;
(d) In our opinion the aforesaid financial statements comply with the accountingstandards specified under section 133 of the Act read with rule 7 of the Companies(Accounts) Rules 2014;
(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 are directors isdisqualified as on March 31 2022 from being appointed as a director in terms of Section164 (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 onadequacy and operating effectiveness of the company's internal financial control overfinancial reporting.
(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 according to the explanations given to us;
a. The Company does not have any pending litigations which would impact its financialposition.
b. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses; and
c. There are no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company
(h) With respect to the matter to be included in 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 inaccordance with the provisions of Section 197 of the Act.
|For S S P M & Company LLP |
|CHARTERED ACCOUNTANTS |
|F R No. 121466W / W100735 |
|NADEEM VIRANI |
|M No.176397 |
|UDIN: 22176397ANIXRH7880 |
|Place: Pune |
|Date: July 192022 |
THE 'ANNEXURE A' REFERRED TO IN OUR INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF THECOMPANY ON THE STANDALONE FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 51. 2022 WE REPORTTHAT:
i. (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of property plant and equipment.
(b) The company has a programme of verification of property plant and equipment tocover all the items in a phased manner over a period of three years which in our opinionis reasonable having regard to the size of the company and the nature of its assets.Pursuant to the programme certain fixed assets were physically verified by the managementduring the year. According to the information and explanation given to us no materialdiscrepancies were noticed on such verification.
(c) The company does not own any immovable properties as disclosed in Note-10 onProperty Plant & Equipment to the financial statements. Accordingly the said clauseis not applicable.
(d) the company has not revalued its property plant and equipment during the year.
(e) The company does not have any pending proceedings under the Benami Transactions(Prohibition) Act 1988 and rules made thereunder.
ii. The inventories held by the company comprise of stock of units in case of completedprojects and work in progress of project under development. In our opinion and accordingto information and explanation given to us having regard to the nature of the inventory.Physical verification by way of verification of tittle deeds site visits by themanagement and certification of extent of work completion by competent persons are atreasonable intervals and no material discrepancies is observed.
iii. (a) The Company has not granted loans secured or unsecured to companies firmsor other parties listed in the Register maintained under section 189 of the Companies Act2013.
In view of iii (a) above clause iii (b) iii (c) & iii (d) are not applicable.
iv. (a) In our opinion and according to the information and explanation given to usthe Company has not given any loans directly or indirectly to directors covered undersection 185 of Companies Act 2013
(b) In our opinion and according to the information and explanation given to us theCompany has not given guarantee or has provided security in connection with a loan to anyperson or other body corporate as covered under section 186 of Companies Act2013 and hasnot acquired any securities of any other body corporate.
v. In our opinion and according to the information and explanations given to us thecompany during the period under the review has not accepted any deposits from shareholdersor any other person who is not director of the company. However the company had accepteddeposits from the shareholders during when company was Private limited which were notexceeding 100% of the aggregate of the paid up capital and free reserve of the company. Asperthe Notification dated June 052015 exemption is made available to Private LimitedCompany for not complying with the provisions of clauses (a) to (e) of subsection (2) ofSection 73 and the company was a Private Limited company at time of accepting suchdeposits.
vi. The Central Government has not prescribed maintenance of cost records under Section148(1) of the Companies Act 2013 for any of the activities of the Company.
vii. (a) According to the information and explanations given to us and on the basis ofour examination of the records of the Company amounts deducted / accrued in the books ofaccount in respect of undisputed statutory dues including Provident Fund Employees StateInsurance Income-tax duty of customs. Goods and Service Tax cess and any other materialstatutory dues have generally been regularly deposited during the year by the Company withappropriate authorities. According to the information and explanations given to us noundisputed amounts payable in respect of Provident Fund Employee State Insurance IncomeTax Customs Duty Goods and Service Tax cess and any other material statutory dues werein arrears as at March 31 2022 for a period of more than six months from the date theybecome payable.
(b) According to the information and explanations given to us there are no disputedamounts payable in respect of Wealth Tax Service Tax Sales Tax Customs Duty ExciseDuty Goods & Service Tax and Cess with the appropriate authorities except for thefollowing Income Tax Assessment dues for which the company has preferred an appeal: -
|Statue / Nature of Dues ||Amount Rs. ||Period to which the amount relates ||Forum where dispute is pending || |
|Income Tax - Assessment dues ||338100 ||F.Y. 2014-15 ||Appellate Authority Commissioner (CIT-A) ||upto |
viii. As our information and explanation given to us the company has not been selectedfor assessment during the year hence the question of commenting on the same does notarise.
ix. (a) Based on our audit procedures and on the basis of the information andexplanations given by the management the company has not defaulted in repayment of duesto any Financial Institutions or Banks as at the Balance Sheet date.
(b) The Company has not been declared willful defaulter by any bank or financialinstitution or government or any government authority.
(c) Based on our audit procedures and on the basis of the information and explanationsgiven by the management the company has not taken any term loan during the year hence thequestion of commenting on the same does not arise.
(d) On an overall basis the company has not raised any funds for short term basishence the question of commenting on the same does not arise.
(e) On an overall basis the company has not taken any funds from any entity or personon account of or to meet the obligations of its subsidiaries.
(f) The Company has not raised any such loans during the year on the pledge ofsecurities held in its subsidiaries joint ventures or associate companies and hencequestion of commenting on the same does not arise.
x. (a) The Company has not raised moneys by way of initial public offer or furtherpublic offer (including debt instruments) during the year and hence the question ofcommenting on the same does not arise.
(b) During the year the Company has not made any preferential allotment or privateplacement of shares or convertible debentures (fully or partly or optionally) and hencethe question of commenting on the same does not arise.
xi. (a) In our opinion and according to the information and explanations given to usno fraud on or by the Company has been noticed or reported during the year which causesthe financial statements to be materially misstated.
(b) No report under sub-section (12) of section 143 of the Companies Act has been filedin Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules 2014with the Central Government during the year and upto the date of this report.
(c) According to the information and explanations given to us and based on ourexamination of the records of the Company no whistle-blower complaints are receivedduring the year under report.
xii. The company is not a Nidhi Company and hence the reporting under the clause (xii)of the order is not applicable.
xiii. In our opinion the Company is in compliance with Section 177 and 188 of theCompanies Act 2013 with respect to applicable transactions with the related parties andthe details of related party transactions have been disclosed in the standalone financialstatements as required by the applicable accounting standards.
xiv. (a) In our opinion the Company has an adequate internal audit system commensuratewith the size and the nature of its business.
(b) We have considered the internal audit reports for the year under audit issued tothe Company during the year and till date in determining the nature timing and extent ofour audit procedures.
xv. In our opinion during the year the Company has not entered into any non-cashtransactions with its Directors or persons connected with its directors and henceprovisions of section 192 of the Companies Act 2013 are not applicable to the Company.
xvi. (a) In our opinion the Company is not required to be registered under section45-IA of the Reserve Bank of India Act 1934. Hence reporting under clause 3(xvi)(a) (b)and (c) of the Order is not applicable.
(b) In our opinion there is no core investment company within the Group (as defined inthe Core Investment Companies (Reserve Bank) Directions 2016) and accordingly reportingunder clause 3(xvi)(d) of the Order is not applicable.
xvii. The Company has not incurred cash losses during the financial year covered by ouraudit and the immediately preceding financial year.
xviii. There has been no resignation of the statutory auditors of the Company duringthe year.
xix. On the basis of the financial ratios ageing and expected dates of realization offinancial assets and payment of financial liabilities other information accompanying thefinancial statements and our knowledge of the Board of Directors and Management plans andbased on our examination of the evidence supporting the assumptions nothing has come toour attention which causes us to believe that any material uncertainty exists as on thedate of the audit report indicating that Company is not capable of meeting its liabilitiesexisting at the date of balance sheet as and when they fall due within a period of oneyear from the balance sheet date. We however state that this is not an assurance as tothe future viability of the Company. We further state that our reporting is based on thefacts up to the date of the audit report and we neither give any guarantee nor anyassurance that all liabilities falling due within a period of one year from the balancesheet date will get discharged by the Company as and when they fall due.
xx. (a) In terms of the information and explanations given to us and based on the booksof account/records examined by us the company has no ongoing projects under CSRactivities. Further there is no unspent balance to spent under CSR Activities as at theyear.
(b) In terms of the information and explanations given to us and based on the books ofaccount/records examined by us the company has not undertaken any ongoing projectstowards CSR activities as per the provisions of section 135 of Companies Act. Accordinglythe clause 3(xx)(b) of the order is not applicable.
xxi. The reporting under clause 3(xxi) of the Order is not applicable in respect ofaudit of standalone financial statements. Accordingly no comment in respect of the saidclause has been included in the report.
|FOR S S P M & COMPANY LLP |
|CHARTERED ACCOUNTANTS |
|F R No. 121466W / W100735 |
|NADEEM VIRANI |
|M No. 176397 |
|UDIN: 22176397ANIXRH7880 |
|Place: Pune |
|Date: July 19 2022 |
THE ANNEXURE 'B' REFERRED TO IN OUR INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF THECOMPANY ON THE STANDALONE FINANCIAL STATEMENT FOR THE YEAR ENDED MARCH 51. 2022. WE REPORTTHAT:
Report on the Internal Financial Controls under Clause (i) of sub-section 3 of Section
143 of the Companies Act 2013 ('the Act')
1. We have audited the internal financial controls over financial reporting ofSURATWWALA BUSINESS GROUP LIMITED (Formerly known as SURATWALA HOUSING PRIVATE LIMITED andSURATWWALA BUSINESS GROUP PRIVATE LIMITED) (the "Company") as of March 31 2022in conjunction with our audit of the financial statements of the Company for the yearended on that date.
Management's Responsibility for Internal Financial Controls
2. 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 ('ICAI'). These responsibilitiesinclude the design implementation and maintenance of adequate internal financial controlsthat were operating effectively for ensuring the orderly and efficient conduct of itsbusiness including adherence to the Company's policies the safeguarding of its assetsthe prevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information asrequired under the Companies Act 2013.
3. 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 deemed to beprescribed under Section 143(10) of the Companies Act 2013 to the extent applicable toan audit of internal financial controls both applicable to an audit of Internal FinancialControls and both issued by the Institute 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 internalfinancial controls over financial reporting was established and maintained and if suchcontrols operated effectively in all material respects.
4. Our audit involves performing procedures to obtain audit evidence about the adequacyof the 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 auditors' judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.
5. 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
6. A company's internal financial control over financial reporting is a processdesigned to provide reasonable assurance regarding the reliability of financial reportingand the preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A company's internal financial controloverfinancial reporting includes those policiesand procedures that (1) pertaintothemaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the company are being made only in accordance with authorizations ofthe management and directors of the company; and (3) provide reasonable assuranceregarding prevention or timely detection of unauthorized acquisition use or dispositionof the company's assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls Over Financial Reporting
7. 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.
8. 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 2022 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 S S P M & COMPANY LLP |
|CHARTERED ACCOUNTANTS |
|F R No. 121466W / W100735 |
|NADEEM VIRANI |
|M No. 176397 |
|UDIN: 22176397ANIXRH7880 |
|Place: Pune |
|Date: July 192022 |