The Members of UNIMODE OVERSEAS LIMITED Report on theAudit of the Ind AS FinancialStatements Opinion
We have audited the accompanying Ind AS financial statements of UNIMODE OVERSEASLIMITED("the Company") which comprise the Balance Sheet as at 31stMarch2020 the Statement of Profit and Lossincluding the Statement of Other ComprehensiveIncome statement of Changes in Equity and statement of cash flows for the year then endedand notes to the Ind AS financial statements including a summary of significant accountingpolicies and other explanatory information (hereinafter referred to as Ind ASfinancial statements').
In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid Ind AS financial statements give the information required bythe Companies Act 2013 as amended (the Act') in the manner so required and give atrue and fair view in conformity with the accounting principles generally accepted inIndia including the Ind AS of the state of affairs of the Company as at 31stMarch 2020 and its loss including other comprehensive Income cash flows and change inequity for the year ended on that date.
Basis for Opinion
We conducted our audit of the Ind As financial statements in accordance with theStandards on Auditing as specified under Section 143(10) of the Companies Act 2013. Ourresponsibilities under those Standards are further described in the Auditor'sResponsibilities for the Audit of the Financial Statements section of our report. We areindependent of the Company in accordance with the Code of Ethics issued by the Instituteof Chartered Accountants of India together with the ethical requirements that are relevantto our audit of the financial statements under the provisions of the Companies Act 2013and the Rules thereunder and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the Code of Ethics. We believe that the auditevidence we have obtained is sufficient and appropriate to provide a basis for our auditopinion on the Standalone Ind AS financial statements.
We draw attention to note 25 to the Ind AS financial statements; the Company hasaccumulated losses as a result its net worth has been substantially eroded. The Companyhas also incurred a net loss/ net cash loss during the year. However a financial statementhas been prepared on a going concern basis for the reasons stated in note.
Our opinion is not modified in respect of these matters.
The company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in company's annual report but does notinclude the Ind AS financial statements and our auditor's report thereon.
Our opinion on the Ind As financial statements does not cover the other information andwe do not express any form of assurance conclusion thereon.
In connection with our audit of the Ind As financial statements our responsibility isto read the other information and in doing so consider whether the other information ismaterially inconsistent with the Ind AS financial statements or our knowledge obtained inthe audit or otherwise appears to be materially misstated. If based on the work we haveperformed we conclude that there is material misstatement of this other information; weare required to report the fact. We have nothing to report in this regard.
Management's Responsibility for the Ind AS Financial Statements
The Company's Board of Directors is responsible for the matter stated in Section 134(5)of the Companies Act 2013 ("the Act") with respect to preparation of these IndAS financial statements that give a true and fair view of the financial positionfinancial performance including other comprehensive loss changes in equity and cash flowsof the Company in accordance with the Accounting principles generally accepted in Indiaincluding the Indian Accounting Standards (Ind AS) specified under Section 133 of the Actread with the Companies (Indian Accounting Standards) Rules 2015 as amended. Thisresponsibility also includes maintenance of adequate accounting records in accordance withthe provisions of the Act for safeguarding the assets of the Company and for preventingand detecting frauds and other irregularities; selection and application of appropriateimplementation and maintenance of 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 Ind AS financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.
In preparing the Ind AS financial statements management is responsible for assessingthe Company'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 is also responsible for overseeing the company's financialreporting process.
Auditor's Responsibility for the Audit of the Ind AS Financial Statements
Our objectives are to obtain reasonable assurance about whether the Ind As 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 withStandard on auditing will always detect a material misstatement when it exists.Misstatements can arise from fraud or error and are considered material if individuallyor in the aggregate they could reasonably be expected to influence the economic decisionsof users taken on the basis of these Ind AS financial statements.
As Part of an audit in accordance with Standard on auditing we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the Ind AS 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 internalcontrol.
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 Ind AS financialstatements including the disclosures and whether the Ind AS financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.
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 inthe audit of the Ind AS financial statements forthe financial year ended March 31 2020 and are therefore the key auditmatters. Wedescribe these matters in our auditor's report unless law or regulation precludes publicdisclosure about the matter orwhen in extremely rare circumstances we determine that amatter should not be communicated in our report because the adverse consequences of doingso would reasonably be expected to outweigh the public interest benefits of suchcommunication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order 2016 ("the Order) issuedby the Central Government of India in terms of sub-section (11) of section 143 of theCompanies Act 2013 we give in the Annexure 1 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 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 Statement of Profit and Loss including the Statement of OtherComprehensive Income Cash Flow Statement and Statement of Changes in Equity dealt with bythis Reportare in agreement with the books of account;
d. In our opinion the aforesaidInd AS financial statements comply with the AccountingStandards specified under section 133 of the Act read with Companies (Indian AccountingStandards) Rules 2015 as amended;
e. On the basis of written representations received from the directors as on 31stMarch2020 and taken on record by the Board of Directors none of the directors is disqualifiedas on 31st March 2020 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 with reference to these standalone Ind AS financial statementsand the operating effectiveness of such controls refer to our separate report in"Annexure 2" to this report;
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. The Company does not have any pending litigations which would impact its standaloneInd AS financial statements.
ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses.
iii. There are no items which required to be transferred to the Investor Education andProtection Fund by the Company.
For Sunil Kumar Gupta & Co.
Chartered Accountants Firm's Registration No.: 003645N
Membership No: 540880
Place: Delhi Date: 30th June 2020
Annexure -1 TO INDEPENDENT AUDITORS' REPORT
(Annexure referred to in our report of even date to the members of Unimode OverseasLimited on the Ind AS Financial Statements for the year ended 31st March2020).
Based on the audit procedures performed for the purpose of reporting a true and fairview on the Ind AS financial statements of the Company and taking into consideration theinformation and explanations given to us and the books of account and other recordsexamined by us in the normal course of audit we report that:
(i) (a)The Company does not have any fixed assets during the year; accordingly clause3(i) of the said
order is not applicable.
(ii) The Company does not have any inventory. Accordingly the provisions of clause3(ii) of the Order are
(iii) The Company has not granted any loan secured or unsecured to companies firms orother parties
covered in the register maintained under Section 189 of the Act. Accordingly theprovisions of clauses 3(iii)(a) and 3(iii)(b) of the Order are not applicable.
(iv) In our opinion and according to the information and explanations given to usprovisions of section 185 and 186 of the Companies Act 2013 in respect of loans andadvances given investments made and guarantees and securities given have been compliedwith by the company.
(v) According to the information given to usthe Company has not accepted any depositswithin the meaning of Sections 73 to 76 of the Companies Act 2013 or any relevantprovisions of the Companies Act and the Companies (Acceptance of Deposits) Rules 2014 (asamended) from time to time. Accordingly the provisions of clause 3(v) of the Order arenot applicable.
(vi) To the best of our knowledge and belief the Central Government has not specifiedmaintenance of cost records under sub-section (1) of Section 148 of the Act in respect ofCompany's products/ services. Accordingly the provisions of clause 3(vi) of the Order arenot applicable.
(vii(a) Undisputed statutory dues including provident fund employees' state insuranceincome-tax sales- tax wealth tax service tax duty of customs duty of excise valueadded tax cess and other material statutory dues as applicable have generally regularlydeposited with the appropriate
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authorities as on 31st March 2020 and no dues are outstanding for a periodof more than six months from the date they became payable.
(b)According to the information and explanations given to us there are no dues inrespect of income tax sales-tax wealth tax service tax duty of customs duty ofexcise value added tax and cess that have not been deposited with the appropriateauthorities on account of any dispute.
(viii) The Company does not have any loans or borrowings from any financialinstitution banks government or debenture holders during the year. AccordinglyParagraph 3(viii) of the Order is not applicable.
(ix) The Company did not raise any money by way of initial public offer or furtherpublic offer (including debt instruments) and term loans during the year. Accordinglyparagraph 3(ix) of the order is not applicable.
(x) According to the information and explanation given to us and as represented by themanagement and based of our examination of the books and records of the company and inaccordance with the generally accepted auditing practices in India we have been informedthat no case of frauds has been committed on or by the company or by its officers oremployees during the year.
(xi) In our opinion and according to the information and explanations given to us thecompany has paid
managerial remuneration in accordance with the requisite approvals mandated by theprovisions of section 197 read with Schedule V of the Companies Act 2013.
(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 all transactions withthe related parties
are in compliance with sections 177 and 188 of the Act and where applicable thedetails have been disclosed in the Ind AS financial statements as required by theapplicable accounting standards.
(xiv) According to the information and explanations given to us and on an overallexamination of the
Balance Sheet the Companyhas not made any preferential allotment or private placementof shares or fully or partly convertible debentures during theyear under review.Accordingly the provisions of clause 3(xiv) of the Order are not applicable to theCompany and hence notcommented upon.
(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 as covered under section 192 ofthe Companies Act 2013. Accordingly paragraph 3(xv) of the Order is not applicable.
(xvi) According to the information and explanations given to us the Company is notrequired to be registered under section 45-IA of the Reserve Bank of India Act1934.Accordingly paragraph 3(xvi) of the Order is not applicable.
For Sunil Kumar Gupta & Co.
Firm's Registration No.: 003645N
Membership No: 540880
Date: 30th June 2020
Annexure -2 TO INDEPENDENT AUDITORS' REPORT
(Annexure referred to in our report of even date to the members of UnimodeOverseasLimited on the Ind AS Financial Statements for the year ended 31stMarch 2020).
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 UNIMODEOVERSEAS LIMITED("the Company") as of 31st March 2020 in conjunctionwith our audit of the Ind AS financial statements of the Company for the year ended onthat 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 company's policies the safeguarding ofits 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 with reference to these Ind AS financial statementsbased on our audit. We conducted our audit in accordance with the Guidance Note on Auditof Internal Financial Controls over Financial Reporting (the "Guidance Note")and the Standards on Auditing as specified under section 143(10) of the Companies Act2013 to the extent applicable to an audit of internal financial controls both applicableto an audit of Internal Financial Controls and both issued by the Institute of CharteredAccountants of India. 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 with reference tothese Ind AS financial
statements was established and maintained and if such controls operated effectively inall material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial controls over financial reporting with reference to these Ind ASfinancial statements and their operating effectiveness. Our audit of internal financialcontrols over financial reporting included obtaining an understanding of internalfinancial controls over financial reporting with reference to these Ind AS financialstatements assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgment including the assessment of therisks of material 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 overfinancial reporting with reference to these Ind AS financial statements.
Meaning of Internal Financial Controls over Financial Reportingwith reference to theseInd AS financial statements
A company's internal financial control over financial reportingwith reference to theseInd AS financial statements is a process designed to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of financialstatements for external purposes in accordance with generally accepted accountingprinciples. A company's internal financial control over financial reporting with referenceto these Ind AS financial statementsincludes 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 Reportingwithreference to these Ind AS financial statements
Because of the inherent limitations of internal financial controls over financialreporting with reference to these Ind AS financial statements including the possibilityof collusion or improper management override of controls material misstatements due toerror or fraud may occur and not be detected. Also projections of any evaluation of theinternal financial controls over financial reporting with reference to these Ind ASfinancial statements to future periods are subject to the risk that the internal financialcontrol over financial reporting with reference to these Ind AS financial statements maybecome inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate.
In our opinion the Company has in all material respects an adequate internalfinancial controls over financial reporting with reference to these Ind AS financialstatements and such internal financial controls over financial reporting with reference tothese Ind AS financial statementswere operating effectively as at 31 March 2020 based onthe internal control over financial reporting criteria established by the Companyconsidering the essentialcomponents of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the Institute ofChartered Accountants of India(ICAI).
For Sunil Kumar Gupta & Co.
Chartered Accountants Firm's Registration No.: 003645N
Membership No: 540880
Place: Delhi Date: 30th June 2020