To the Members of
Svaraj Trading & Agencies Limited
Report on the Audit of the Standalone Financial Statements
We have audited the standalone financial statements of Svaraj Trading & AgenciesLimited ("the Company") which comprise the balance sheet as at 31st March2022 and the statement of Profit and Loss statement of changes in equity and statementof cash flows for the year then ended and notes to the financial statements including asummary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India of the state of affairs of the Companyas at March 31 2022 and profitchanges in equity and its cash flows for the year endedon that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Companies Act 2013. Our responsibilities under thoseStandards are further described in the Auditor's Responsibilities for the Audit of 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 Companies Act 2013 and the Rulesthereunder and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for our opinion.
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.
Description of each key audit matter in accordance with SA 701:
|The Key Audit Matter ||How the matter was addressed in our Audit |
|Measurement of Investment in accordance with Ind AS 109 "Financial Instruments" ||Principal Audit procedure: |
|On initial recognition investment is recognized at fair value in case of investment which are recognized at fair value through FVOCI. In that case that transaction costs are attributable to the acquisition value of the investments. || Obtaining an understanding of the companies' objectives for such investments and assessment thereof in terms of Ind AS 109. |
|The Company's investment is subsequently classified into following categories based on the objective to manage the cash flows and options available in the standard: || Obtaining an understanding of the determination of the measurement of the investments and tested the reasonableness of the significant judgement applied by the management. |
| At amortized cost || Evaluated the design of internal controls relating to measurement and also tested the operating effectiveness of the aforesaid controls. |
| At fair value through profit or loss (FVTPL) || Obtaining understanding of basis of valuation adopted in respect of fair value investment and ensured that valuation techniques used are appropriate in circumstances and for which sufficient data are available to measure fair value. |
| At fair value through Other comprehensive Income (FVTOCI) || Assessed the appropriateness of the discloser in the standalone financial statements in accordance with the applicable financial reporting framework. |
|The company has assessed following two objectives: || |
| Held to collect contractual cash flows. || |
| Realizing cash flows through sale of investments. The Company makes decision based on assets fair value and manages the assets to realize those fair values. || |
|Since valuation of investment at fair value involves critical assumptions significant risk in valuation and complexity in assessment of objectives the valuation of investments as per Ind AS 109 is determined to be a key audit matter in our audit of the standalone financial statements. || |
|Refer Note 1 to the standalone financial statements. || |
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 (changes in equity)and cash flows of the Company inaccordance with the accounting principles generally accepted in India including theaccounting Standards specified under section 133 of the Act. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company and for preventing and detectingfrauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and designimplementation 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 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.
Those Board of Directors are also responsible for overseeing the Company's financialreporting process.
Information Other Than the Financial Statements and Auditors' Report Thereon
The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Annual Report but does not includethe Standalone Financial Statements and our auditors' report thereon. Our opinion on theStandalone Financial Statements does not cover the other information and we do not expressany form of assurance conclusion thereon. In connection with our audit of the StandaloneFinancial Statements our responsibility is to read the other information and in doingso consider whether such other information is materially inconsistent with the financialstatements or our knowledge obtained in the audit or otherwise appears to be materiallymisstated. 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.
Auditor's Responsibilities 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 these financial statements.
Paragraph 40(b) of this SA explains that the shaded material below can be located in anAppendix to the auditor's report. Paragraph 40(c) explains that when law regulation orapplicable auditing standards expressly permit reference can be made to a website of anappropriate authority that contains the description of the auditor's responsibilitiesrather than including this material in the auditor's report provided that the descriptionon the website addresses and is not inconsistent with the description of the auditor'sresponsibilities below.
As part of an audit in accordance with SAs we exercise professional judgment andmaintain 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 Companies Act 2013 we are also responsible for expressing our opinion on whetherthe company 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 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.
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.
With reference to Note no 27 Amount of Rs 5.50 Crores given for the purpose of advanceagainst property. The company had signed MOU with Miraj Developers Limited to acquire theland for the purpose of build a warehouse.However the necessary agreement andregistration are not yet executed.
With reference to the Note no 1 Amount of Rs 8.95 Crores where the company has givenadvance to Miraj Multiservices Limited for the purpose of Roti Master Project along withits plant and machinery research and development unit. However the project is underconsideration and necessary feasibility report is awaiting by the company.
The company is liable to prepare consolidate their financial statement along withCrystal Infrabuild Private Limited and Mountain Vintrade Private Limited but managementhas decided not to prepare their consolidation financial statement.
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-section (11) of section 143 ofthe Companies Act 2013 we give in the Annexure a statement on the matters specified inparagraphs 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 standalone financial statements comply with theAccounting Standards specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules
(e) On the basis of the written representations received from the directors as on 31stMarch 2022 taken on record by the Board of Directors none of the directors isdisqualified as on 31st March 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 A".
(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:
1. The Company has disclosed the impact of pending litigations on its financialposition in its financial statements.
2. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.
3. There has been no delay in transferring amounts required to be transferred to theInvestor Education and Protection Fund by the Company.
4. (a) The Management has represented that to the best of its knowledge and belief nofunds (which are material either individually or in the aggregate) have been advanced orloaned or invested (either from borrowed funds or share premium or any other sources orkind of funds) by the Company to or in any other person or entity including foreignentity ("Intermediaries") with the understanding whether recorded in writingor otherwise that the Intermediary shall whether directly or indirectly lend or investin other persons or entities identified in any manner whatsoever by or on behalf of theCompany ("Ultimate Beneficiaries") or provide any guarantee security or thelike on behalf of the Ultimate Beneficiaries;
(b) The Management has represented that to the best of its knowledge and belief nofunds (which are material either individually or in the aggregate) have been received bythe Company from any person or entity including foreign entity ("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;
(c) Based on the audit procedures that have been considered reasonable and appropriatein the circumstances nothing has come to our notice that has caused us to believe thatthe representations under sub-clause (i) and (ii) of Rule 11(e) as provided under (a) and(b) above contain any material misstatement.
5. The Company has not declared or paid any dividends during the year and accordinglyreporting on the compliance with section 123 of the Companies Act 2013 is not applicablefor the year under consideration.
ANNEXURE A TO THE AUDITORS' REPORT
The Annexure referred to in our Independent Auditors' Report to the members of theCompany on the standalone financial statements for the year ended March 31st2022 we report that:
(i) (a) In our opinion and according to the information and explanation given tous The Company is maintaining proper records showing full particulars includingquantitative details and situation of property plant and equipment.
The Company does not have any intangible assets.
(b) The Company has a program of verification to cover all items of property plant andequipment in a phased manner over a period of three years which in our opinion isreasonable having regard to the size of the company and the nature of its assets.
Pursuant to the program certain property plant and equipment were physically verifiedby the management during the year. According to the information and explanations given tous no material discrepancy was noticed on such verification.
(c) According to the information and explanations given to us and the records examinedby us we report that the company does not hold any freehold and leasehold immovableproperties of land and building as at the balance sheet date.
(d) The Company has not revalued its property plant and equipment (including right ofuse asset) during the year. Accordingly paragraph 3(i)(d) of the order is not applicable.
(e) In our opinion and according to the information and explanations given to us thereare no proceedings initiated or are pending against the Company for holding any benamiproperty under the Benami Transactions (Prohibition) Act 1988 (45 of 1988) and rules madethereunder. Accordingly paragraph 3 (i) (e) of the Order is not applicable.
(ii) (a) The Company does not have any inventory and hence reporting under clause3(ii)(a) of the order is not applicable.
(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 at any point of time during the year. Accordingly paragraph 3 (ii) (b) ofthe Order is not applicable.
(iii) (a) In our opinion and according to information and explanation given to usthe Company hasmade investments in the companies.
(b) In our opinion and according to information and explanation given to us theinvestment made are not prejudicial to the interest of company.
(iv) In our opinion and according to information and explanation given to us inrespect of loans investments guarantees and security the Company has complied with theprovisions of sections 185 and section 186 of the Companies Act 2013.
(v) In our opinion and according to the information and explanations given to usthe Company has not accepted any deposits or amounts which are deemed to be depositsduring the year. Accordingly paragraph 3 (v) of the Order is not applicable.
(vi) The Central Government of India has not prescribed the maintenance of costrecords under sub-section (1) of section 148 of the Act for any of the activities of thecompany and accordingly paragraph 3 (vi) of the order is not applicable.
(vii) (a) Amounts deducted/ accrued in the books of account in respect ofundisputed statutory dues including goods and services tax provident fund employees'state insurance income- tax sales-tax service tax duty of customs duty of excisevalue added tax cess and other material statutory dues have been generally regularlydeposited by the Company with the appropriate authorities.
(b) No undisputed amounts payable in respect of goods and services tax provident fundemployees' state insurance income-tax sales-tax service tax duty of customs duty ofexcise value added tax cess and other material statutory dues were in arrears as atMarch 31 2022 for a period of more than six months from the date they became payable.
(c) There are no statutory dues referred to in sub-clause (a) which have not beendeposited on account of dispute.
(viii) In our opinion and according to the information and explanations given tous there are no transactions not recorded in the books of account that have beensurrendered or disclosed as income during the year in the tax assessments under the IncomeTax Act 1961 (43 of 1961). Accordingly paragraph 3 (viii) of the Order is notapplicable.
(ix) (a)In our opinion and according to the information and explanations given tous the Company has not defaulted in repayment of loans or other borrowings or in thepayment of interest thereon to any lender during the year.
(b) In our opinion and according to the information and explanations given to us theCompany is not declared as a willful defaulter by any bank or financial institution orother lender.
(c) The Company has not taken any term loan during the year and there is no outstandingterm loan at the beginning of the year and hence reporting under clause 3(ix)(c) of theorder is not applicable.
(d) In our opinion and according to the information and explanations given to us fundsraised on short term basis have not been utilized for long term purposes.
(e) The Company does not have any subsidiaries/ associates/ joint-ventures andaccordingly paragraphs 3 (ix) (e) and 3 (ix) (f) of the Order are not applicable.
(f) In our opinion and according to the information and explanations given to us thecompany has not raised any loans during the year on the pledge of securities held in itssubsidiaries joint ventures or associate companies.
(x) (a) In our opinion and according to the information and explanations given tous the Company has not raised any money by way of initial public offer or further publicoffer (including debt instruments) during the year. Accordingly paragraph 3 (x) (a) ofthe Order is not applicable.
(b) In our opinion and according to the information and explanations given to us theCompany has not made any preferential allotment or private placement of shares orconvertible debentures (fully partially or optionally convertible) during the year.Accordingly paragraph 3 (x) (b) of the Order is not applicable.
(xi) (a) To the best of our knowledge and according to the information andexplanations given to us no fraud by the Company or no material fraud on the Company byany person has been noticed or reported during the year. Accordingly paragraph 3 (xi) (a)of the Order is not applicable.
(b) Since there is no fraud by the Company or no material fraud on the Company by anyperson has been noticed or reported during the year paragraph 3 (xi) (b) of the Order isnot applicable.
(c) To the best of our knowledge and according to the information and explanationsgiven to us no whistle-blower complaints have been received by the Company during theyear.
(xii) In our opinion and according to the information and explanations given to usthe company is not Nidhi Company. Accordingly paragraph 3(xii) of Order is notapplicable.
(xiii) According to the information and explanations given to us and based on ourexamination of the records of the Company transactions with the related parties are incompliance with sections 177 and 188 of the Act where applicable and details of suchtransactions have been disclosed in the Standalone financial statements as required by theapplicable accounting standards.
(xiv) (a) In our opinion and according to the information and explanations given tous the Company has an internal audit system commensurate with the size and nature of itsbusiness.
(b)The reports of the internal auditors for the year under audit were considered by usas part of our audit procedures.
(xv) According to the information and explanations given to us and based on ourexamination of the record of the Company the company has not entered into any non-cashtransactions with directors or persons connected with him.Accordingly paragraph 3 (xv) ofthe Order is not applicable.
(xvi) (a) In our opinion and according to the information and explanations given tous the Company is not required to be registered under section 45-IA of the Reserve Bankof India Act 1934.
(b) In our opinion and according to the information and explanations given to us theCompany has not conducted any Non-Banking Financial or Housing Finance activities withouta valid Certificate of Registration (CoR) from the Reserve Bank of India as per theReserve Bank of India Act 1934.
(c) In our opinion and according to the information and explanations given to usthe Company is not a Core Investment Company (CIC) as defined in the regulations made bythe Reserve Bank of India. Accordingly paragraph 3 (xvi) (c) of the Order is notapplicable.
(d) In our opinion and according to the information and explanations given to us theCompany is not a Core Investment Company (CIC) and it does not have any other companies inthe Group. Accordingly paragraph 3 (xvi) (d) of the Order is not applicable.
(xvii) The Company has not incurred cash losses in the financial year and in theimmediately preceding financial year.
(xviii) There has been no resignation of the statutory auditors during the year.Accordingly paragraph 3 (xviii) of the Order is not applicable.
(xix) In our opinion and according to the information and explanations given to us andon the basis of the financial ratios ageing and expected dates of realization offinancial assets and payment of financial liabilities other information accompanying thefinancial statements our knowledge of the board of directors and management plans thereare material uncertainties exist as on the date of the audit report that Company iscapable of meeting its liabilities existing at the date of balance sheet as and when theyfall due within a period of one year from the balance sheet date.
(xx) (a) In our opinion and according to the information and explanations given to usin respect of other than ongoing projects there are no unspent amounts to be transferredto a fund specified in Schedule VII to the Act.
(b) In our opinion and according to the information and explanations given to us thereare no amount remaining unspent under sub-section (5) of section 135 of the Act pursuantto any ongoing project to be transferred to special account in compliance with theprovision of sub-section (6) of section 135 of the said Act.
(xxi) In our opinion and according to the information and explanations given to usthere have been no qualification or adverse remark subject to verification.
ANNEXURE B TO THE AUDITORS' REPORT
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 SvarajTrading & Agencies Limited ('the Company') as of 31st March 2022 inconjunction with our audit of the standalone financial 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 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 Reporting (the"Guidance Note") issued by the Institute of Chartered Accountants of India (the"ICAI"). These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence to theCompany's policies safeguarding of its assets prevention and detection of frauds anderrors accuracy and completeness of the accounting records and 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 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 depend on the auditor's judgment including the assessment of the risks ofmaterial misstatement of the financial statements whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controls systemover financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting
A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that
(1) Pertain to the maintenance 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 control system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at march 312022 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 control over financial reporting issued by the Institute of CharteredAccountant of India.
|FOR R SONI & COMPANY Chartered Accountants |
|Firm's registration number: 130349W |
|Rajesh Soni |
|Membership No.133240 |
|UDIN: 22133240AJVXZN7899 |
|Place: Mumbai |
|Date: 30.05.2022 |