TO THE MEMBERS OF UNIROYAL MARINE EXPORTS LIMITED
Report on the Audit of the Standalone Financial Statements
I have audited the accompanying Standalone Financial Statements of UniroyalMarineExports Limited ("the Company") which comprise the Standalone BalanceSheet as at March 31 2020 the Standalone Statement of Profit and Loss (including OtherComprehensive Income) the Standalone Statement of Changes in Equity and the StandaloneCash Flow Statement for the year then ended and notes to financial statements including asummary of significant accounting policies and other explanatory information (hereinafterreferred to as "the Standalone Financial Statements"). In my opinion and to thebest of my information and according to the explanations given to me the aforesaidStandalone Financial Statements give the information required by the Companies Act 2013(the 'Act') in the manner so required and give a true and fair view in conformity withthe accounting principles generally accepted in India of the state of the affairs of theCompany as at 31 March 2020 and its total comprehensive income (comprising of profit andother comprehensive income) the changes in equity and its cash flow for the year ended onthat date
Basis for Opinion
I conducted my audit in accordance with the Standards on Auditing specified underSection 143(10) of the Act. My responsibilities under those standards are furtherdescribed in the Auditor's Responsibilities for the Audit of Standalone FinancialStatements section of my report. I am independent of the Company in accordance with theCode of Ethics issued by the Institute of Chartered Accountants of India ('ICAI') togetherwith ethical requirements that are relevant to my audit of financial statements under theprovisions of the Act and the rules thereunder and I have fulfilled my other ethicalresponsibilities in accordance with these requirements and Code of Ethics. I believe thatthe audit evidence that I have obtained is sufficient and appropriate to provide a basisfor my opinion.
Key Audit Matters
Key audit matters are those matters that in my professional judgment were of mostsignificance in my audit of the standalone financial statements of the current period.These matters were addressed in the context of my audit of the standalone financialstatements as a whole and in forming my opinion thereon and I do not provide a separateopinion on these matters. I have determined that there are no key audit matters to becommunicated in my report.
Information other than the Standalone Financial Statements and Auditor's Report thereon
The Company's Board of Directors is responsible for the preparation of the otherinformation. The other information comprises the information included in the Annual Reportbut does not include the standalone financial statements and my auditor's report thereon.My opinion on the standalone financial statements does not cover the other information andI do not express any form of assurance conclusion thereon. In connection with my audit ofthe standalone financial statements my responsibility is to read the other informationand in doing so consider whether the other information is materially inconsistent withthe standalone financial statements. If based on the work I have performed I concludethat there is a material misstatement of this other information I am required to reportthat fact. I have nothing to report in this regard.
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 Act with respect to the preparation of these Standalone Financial Statementsthat give a true and fair view of the financial position financial performance (includingother comprehensive income) changes in equity and cash flow of the Company in accordancewith the accounting principles generally accepted in India including the IndianAccounting Standards (Ind AS) prescribed under Section 133 of the Act read with theCompanies (Indian Accounting Standards) Rules 2015 and Companies (Indian AccountingStandards) Rules 2016 as amended from time to time and other accounting principlesgenerally accepted in India. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding of theassets of the Company and for preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies; making judgments andestimates that are reasonable and prudent; and design implementation and maintenance ofadequate internal financial controls that were operating effectively for ensuring theaccuracy and completeness of the accounting records relevant to the preparation andpresentation of the Standalone Financial Statements that give a true and fair view and arefree from material misstatement whether due to fraud or error. In preparing thestandalone financial statements the Board of Directors 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 the Boardof Directors either intends to liquidate the Company or to cease operations or has norealistic alternative but to do so. The Board of Directors is also responsible foroverseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Standalone Financial Statements
My objectives are to obtain reasonable assurance about whether the Standalone FinancialStatements as a whole are free from material misstatement whether due to fraud or errorand to issue an auditor's report that includes my 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 Standalone Financial Statements. As part of an audit in accordance withStandards on Auditing I exercise professional judgment and maintain professionalskepticism throughout the audit. I also:
Identify and assess the risks of material misstatement of the standalonefinancial statements whether due to fraud or error design and perform audit proceduresresponsive to those risks and obtain audit evidence that is sufficient and appropriate toprovide a basis for my opinion. The risk of not detecting a material misstatementresulting from fraud is higher than for one resulting from error as fraud may involvecollusion forgery 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 Act I am also responsible for expressing my 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 the 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 I conclude that a material uncertainty existsI am required to draw attention in my auditor's report to the related disclosures in thestandalone financial statements or if such disclosures are inadequate to modify myopinion. My conclusions are based on the audit evidence obtained up to the date of myauditor's report. However future events or conditions may cause the Company to cease tocontinue as a going concern.
Evaluate the overall presentation structure and content of the standalonefinancial statements including the disclosures and whether the standalone financialstatements represent the underlying transactions and events in a manner that achieves fairpresentation.
Materiality is the magnitude of misstatements in the financial statements thatindividually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the financial statements may be influenced. I considerquantitative materiality and qualitative factors in (i) planning the scope of my auditwork and in evaluating the results of my work; and (ii) to evaluate the effect of anyidentified misstatements in the financial statements.
I 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 I identify during my audit.
I also provide those charged with governance with a statement that I have complied withrelevant ethical requirements regarding independence and to communicate with them allrelationships and other matters that may reasonably be thought to bear on my independenceand where applicable related safeguards. From the matters communicated with those chargedwith governance I determine those matters that were of most significance in the audit ofthe standalone financial statements of the current period and are therefore the key auditmatters. I describe these matters in my auditor's report unless law or regulationprecludes public disclosure about the matter or when in extremely rare circumstances Idetermine that a matter should not be communicated in my 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
1. As required by the Companies (Auditors' Report) Order 2016 (the "Order")issued by the Central Government of India in terms of sub-section (11) of Section 143 ofthe Act I give in the Annexure 'A' statement on the matters specified in the paragraphs 3and 4 of the Order to the extent applicable.
2. As required by Section 143 (3) of the Act I report that:
a. I have sought and obtained all the information and explanations which to the best ofmy knowledge and belief were necessary for the purpose of my audit;
b. In my opinion proper books of account as required by law have been kept by theCompany so far as it appears from my examination of those books;
c. The Balance Sheet Statement of Profit and Loss (including other comprehensiveincome) the Statement of Changes in Equity and the Cash Flow Statement dealt with by thisReport are in agreement with the books of account;
d. In my opinion the aforesaid standalone financial statements comply with the IndianAccounting Standards (Ind AS) specified under Section 133 of the Act;
e. On the basis of the written representations received from the directors as on March31 2020 taken on record by the Board of Directors none of the directors are disqualifiedas on March 31 2020 from being appointed as a director in terms of Section 164(2) of theAct;
f. With respect to the adequacy of the internal financial controls over financialreporting of the Company and the operating effectiveness of such controls refers to myseparate report in Annexure 'B';
g. With respect to the other matters to be included in the Auditor's Report inaccordance with the requirements of section 197 (16) of the Act as amended in my opinionand to the best of my information and according to the explanations given to me theremuneration paid by the Company to its directors during the year is in accordance withthe provisions of section 197 of the Act; and
h. 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 my opinionand to the best of my information and according to the explanations given to me;
i. The Company has disclosed the impact of pending litigation as at March 31 2020 onits financial position in its standalone financial statements - Refer Note 29 to thestandalone financial statements;
ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable losses; and
iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company during the year ended March 31 2020.
| ||-Sd/- |
|Place: Kochi ||Mr. SABU PHILIP |
|Date: 30June 2020 ||Chartered Accountant |
| ||(ICAIM No 031708) |
Annexure A to the Independent Auditors' Report
Annexure referred to in paragraph 1 under 'Report on Other Legal and RegulatoryRequirements' section of my report of even date on the accounts of the company for theyear ended 31st March 2020.
1. (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of fixed assets.
(b) The fixed assets of the company have been physically verified by the managementduring the year and no material discrepancies between the book records and the physicalinventory have been noticed. In my opinion the frequency of verification is reasonable.
(c) In my opinion and according to the information and explanations given to me thetitle deeds of immovable properties are held in the name of the Company
2. (a) I am informed that the inventory has been physically verified by the managementduring the year. In my opinion the frequency of such verification is reasonable.
(b) The discrepancies noticed on the aforesaid verification between the physical stocksand book records were not material.
3. According to the information and explanations given to me the Company has notgranted any loan secured or unsecured to companies firms limited liability partnershipsor other parties covered in the register required under section 189 of the Companies Act2013. Accordingly paragraph 3 (iii) of the Order is not applicable
4. In my opinion and according to the information and explanations given to me theCompany has not given any loans made any investments provided any guarantees and givenany security to which the provisions of section 185 and 186 of the Companies Act 2013 areapplicable
5. In my opinion and according to the information and explanations given to me theCompany has not accepted any deposits and accordingly paragraph 3 (v) of the Order is notapplicable.
6. The Central Government of India has not prescribed the maintenance of cost recordsunder sub-section (1) of section 148 of the Act for any of the activities of the Company.
7. (a) The company is generally regular in depositing undisputed statutory duesincluding provident fund employees state insurance income tax goods and service taxcustoms duty value added tax cess and other material statutory dues applicable to it tothe appropriate authorities.
(b) According to the information and explanations given to me no undisputed amountspayable in respect of provident fund employees' state insurance income-tax sales taxgoods and service tax service tax duty of customs duty of excise value added tax cessand other material statutory dues were in arrears as at March 31 2020 for a period ofmore than six months from the date they became payable.
(c) According to the information and explanations given to me and the records of thecompany examined by me there are no dues of income-tax sales tax service tax duty ofcustoms duty of excise and value added tax which have not been deposited on account ofany dispute.
8. In my opinion and according to the information and explanations given to me theCompany has not defaulted in repayment of dues to any financial institutions bankersgovernment or debenture holders during the year.
9. The company has not obtained any term loans or raised any moneys by way of initialpublic offer or further public offer (including debt instruments) during the year.
10. During the course of my examination of the books and records of the Companycarried out in accordance with the generally accepted auditing practices in India andaccording to the information and explanations given to me I have neither come across anyinstance of material fraud by the Company or on the Company by its officers or employeesnoticed or reported during the year nor have I been informed of any such case by themanagement.
11. According to the information and explanations given to me managerial remunerationhas been paid or provided in accordance with the requisite approvals mandated by theprovisions of section 197 read with schedule V to the Companies Act.
12. In my opinion and according to the information and explanations given to me theCompany is not a Nidhi Company. Accordingly paragraph (xii) of the Order is notapplicable.
13. According to the information and explanations given to me and based on myexamination of the records of the Company transactions with the related parties are incompliance with section 188 of the Companies Act 2013 and the details of suchtransactions have been disclosed in thestandalone financial statements of the Company asrequired by the applicable Indian accounting standards.
14. According to the information and explanations given to me and based on myexamination of the records of the Company the Company has not made any preferentialallotment or private placement of shares or fully or partly convertible debentures duringthe year. Accordingly paragraph (xiv) of the Order is not applicable.
15. According to the information and explanations given to me and based on myexamination of the records of the Company the Company has not entered into non-cashtransactions with directors or persons connected with them. Accordingly paragraph (xv) ofthe Order is not applicable.
16. According to the information and explanations given to me and based on myexamination of the records of the Company the Company is not required to be registeredunder section 45-IA of the Reserve Bank of India Act 1934. Accordingly paragraph (xvi)of the Order is not applicable to the Company.
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|Place: Kochi ||Mr. SABU PHILIP |
|Date: 30 June 2020 ||Chartered Accountant |
| ||(ICAI M No 031708) |
Annexure B to the Independent Auditors' Report Forthe year ended March 312020(referred to in paragraph 2(f) under Report on other legal and regulatory requirementsection of my report of even date)
Report on the Internal Financial Control under Clause (i) of Sub- section 3 of Section143 of the Companies Act 2013 ("the Act")
I have audited the internal financial control over financial reporting of UniroyalMarine Exports Ltd ("the Company") as of March 31 2020 in conjunction with myaudit of the standalone 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 control 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 company's policies the safeguarding of its assets theprevention 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.
My responsibility is to express an opinion on the Company's internal financial controlsover financial reporting based on my audit. I conducted my audit in accordance with theguidance note on audit of internal financial controls over financial reporting (the'Guidance Note') and the standards on auditing (the 'Standards') 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. Those Standards and the GuidanceNote require that I comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether adequate internal financial controls overfinancial reporting was established and maintained and if such controls operatedeffectively in all material respects.
My audit involves performing procedures to obtain audit evidence about the adequacy ofthe internal financial control system over financial reporting and their operatingeffectiveness. My audit of internal financial control over financial reporting includedobtaining an understanding of internal financial control 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 standalone financial statements whether due to fraud orerror.
I believe that the audit evidence I have obtained is sufficient and appropriate toprovide a basis for my audit opinion on the Company's internal financial controls overfinancial reporting.
Meaning of Internal Financial Controls over financial reporting
A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance with generallyaccepted accounting principles. A company's internal financial control over financialreporting includes those policies and procedures that
(i) pertain to the maintenance of records that in reasonable detail accurately andfairly reflect the transactions and dispositions of the assets of the company;
(ii) 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
(iii) 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 conclusion or improper management override ofcontrol material misstatements due to error or fraud may occur and not be detected. Alsoprojections of any evaluation of the internal financial control over financial reportingto future periods are subject to the risk that the internal financial control overfinancial reporting may become inadequate because of changes in conditions or that thedegree of compliance with the policies or procedures may deteriorate.
In my opinion and according to the information and explanations given to me theCompany has in all material respects an adequate internal financial control system overfinancial reporting and such internal financial controls over financial reporting wereoperating effectively as at March 31 2020 based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the guidance note issued by the ICAI.
| ||-Sd/- |
|Place: Kochi ||Mr. SABU PHILIP |
|Date: 30 June 2020 ||Chartered Accountant |
| ||(ICAI M No 031708) |