To the Members U.H.Zaveri Limited.
Report on the Standalone Financial Statements
We have audited the accompanying standalone financial statements of U.H.ZaveriLimited. (the Company') which comprise the balance sheet as at 31 March 2019the Statement of Profit and Loss and the Cash flow statement for the year then ended anda summary of significant accounting policies and other explanatory information.
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 preparationand presentation of these standalone financial statements that give a true and fair viewof the financial position financial performance 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 read with Rule 7 of theCompanies (Accounts) Rules 2014. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentationmisstatement whether due to fraud or error. of thefinancial statements that give a true and fair view and are free from material
Our responsibility is to express an opinion on these standalone financial statementsbased on our audit.
We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made there under.
We conducted our audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts andthe disclosures in the financial statements. The procedures selected depend on theauditor's judgment including the assessment of the risks of material misstatement of thefinancial statements whether due to fraud or error. In making those risk assessments theauditor considers internal financial control relevant to the Company's preparation of thefinancial statements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances.
An audit also includes evaluating the appropriateness of the accounting policies usedand the overall presentation of the financial statements.reasonableness of theaccounting estimates made by the Company's Directors as well as evaluating the We believethat the audit evidence we have obtained is sufficient and appropriate to provide a basisfor our audit opinion on the standalone financial statements.
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 31 March 2019 and its profit and its cash flows for the year ended on that date.
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 of India in terms of sub-section (11) of section 143 ofthe Act we have given in the Annexure A a statement on the matters specified inthe paragraph 3 and 4 of the order.
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 purposes of our audit. (b) in ouropinion proper books of account as required by law have been kept by the Company so far asit appears from our examination of those books; (c) the balance sheet the statement ofprofit and loss and the cash flow statement dealt with by this Report are in agreementwith the books of account; (d) in our opinion the aforesaid standalone financialstatements comply with the Accounting Standards specified under Section 133 of the Actread with Rule 7 of the Companies (Accounts) Rules 2014; (e) on the basis of the writtenrepresentations received from the directors as on 31 March 2019 taken on record by theBoard of Directors none of the directors is disqualified as on 31 March 2019 from beingappointed as a director in terms of Section 164 (2) of the Act; (f) In our opinion withrespect to internal financial control the said Para is applicable to Company and &hereby attached as Annexure - B
(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: i. TheCompany does not have any pending litigation which would impact its financial position.ii. The Company did not have any long term contracts including derivative contracts forwhich there were any material foreseeable losses. iii. There were no amounts which arerequired to be transferred to the investor education and protection fund by the company.
For Bhagat and Co. Chartered Accountants SD/- CA Shankar Prasad Bhagat Partner M No:052725 FRN No. 127250W
Date: 30/05/2019 Place: Ahmedabad
"Annexure - A "to" the Auditors' Report
The Annexure referred to in Independent Auditors' Report to the members of the Companyon the standalone financial statements for the year ended 31 March 2019 we reportthat: (i) (a) The Company has maintained proper records showing full particularsincluding quantitative details and situation of fixed assets (b) The Company has a regularprogramme of physical verification of its fixed assets. In our opinion this periodicityof physical verification is reasonable having regard to the size of the Company and thenature of its assets. (c) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the title deeds of immovableproperties are not held in the name of the Company. As the company has taken immovableproperty on rent from the directors. (ii) The Company is regular in maintaining physicalinventory in accordance with paragraph 3(ii) of the Order applicable to the Company. (iii)The Company has not granted any loans to bodies corporate covered in the registermaintained under section 189 of the Companies Act 2013 (the Act'). (iv) In ouropinion and according to the information and explanations given to us the Company hascomplied with the provisions of section 185 and 186 of the Act with respect to the loansand investments made. (v) The Company has not accepted any deposits from the public. (vi)The Central Government has not prescribed the maintenance of cost records under section148(1) of the Act for any of the services rendered by the Company. (a) According to theinformation and explanations given to us and on the basis of our examination of therecords of the Company amounts deducted/accrued in the book of account in respect ofundisputed statutory dues including provident fund income-tax sales tax value addedtax duty of customs service tax cess and other material statutory dues have beenregularly deposited during the year by the company with the appropriate authorities. Asexplained to us the Company did not have any dues on account of employees' stateinsurance and duty of excise.
(b) According to the information and explanations given to us no undisputed amountspayable in respect of provident fund income tax sales tax value added tax duty ofcustoms service tax cess and other material statutory dues were in arrears as at 31March 2019 for a period of more than six months from the date they became payable.
(viii) The Company has taken loans or borrowings from any financial institution banksgovernment or debenture holders during the year.
(ix) The Company has raised Rs.79920000 by way of Intial public offer. The companyhas issued and allotted 2220000 shares at price of RS 36 (including premium of Rs 26)
(x) According to the information and explanations given to us no material fraud by theCompany or on the Company by its officers or employees has been noticed or reported duringthe course of our audit.
(xi) According to the information and explanations give to us and based on ourexamination of the records of the Company the Company has paid/provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofsection 197 read with Schedule V to the Act.
(xii) In our opinion and according to the information and explanations given to us thecompany is not a nidhi company. Accordingly paragraph 3(xii) of the 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 financial statements as required by the applicableaccounting standards. (xiv) According to the information and explanations give to us andbased on our examination of the records of the Company the Company has not made anypreferential allotment or private placement of shares or fully or partly convertibledebentures during the year.
(xv) According to the information and explanations given to us and based on ourexamination of the records of the Company the Company has not entered into non-cashtransactions with directors or persons connected with him. Accordingly paragraph 3(xv) ofthe Order is not applicable.
(xvi) The Company is not required to be registered under section 45-IA of the ReserveBank of India Act 1934.
For Bhagat and Co. Chartered Accountants SD/- CA Shankar Prasad Bhagat Partner M No:052725 FRN No. 127250W Date: 30/05/2019 Place: Ahmedabad
ANNEXURE B TO THE AUDITOR'S 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 U.H.ZaveriLtd. (the Company') as of 31 March 2019 in conjunction with our audit of thefinancial statements of the Company for the year ended on that date.
Management's Responsibility for Internal Financial Controls
The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India (ICAI'). Theseresponsibilities include the design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialinformation as required under the Companies Act 2013.
Our responsibility is to express an opinion on the Company's internal financialcontrols over financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls over Financial Reporting(the Guidance Note') and the Standards on Auditing issued by ICAI and 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.
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 auditors' 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 ofrecords that in reasonable detail accurately and fairly reflect the transactions anddispositions of the assets of the company; (2) provide reasonable assurance thattransactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles and that receipts andexpenditures of the company are being made only in accordance with authorizations of themanagement and directors of the company; and (3) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition use or disposition of thecompany's assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financialreporting including the possibility of collusion or improper management override ofcontrols material misstatements due to error or fraud may occur and not be detected.Also projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions or thatthe degree of compliance with the policies or procedures may deteriorate.
In our opinion 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 31 March 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 Bhagat and Co. Chartered Accountants SD/- CA Shankar Prasad Bhagat Partner M No:052725 FRN No. 127250W
Date: 30/05/2019 Place: Ahmedabad