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Uniworth Ltd.

BSE: 514144 Sector: Industrials
NSE: WOOLWORTH ISIN Code: INE207A01013
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Uniworth Ltd. (WOOLWORTH) - Auditors Report

Company auditors report

To The Members Of UNIWORTH LIMITED

Report on the Standalone Financial Statements

Qualified Opinion

We have audited the standalone financial statements of UNIWORTH LIMITED ("theCompany") which comprise the balance sheet as at 31st March 2021 and the statementof Profit and Loss (statement of changes in equity) and the statement of cash flowsforthe year then ended and notes to the financial statements including a summary ofsignificant accounting policies and other explanatory information (hereinafter referred toas "the Standalone Financial Statements").

In our opinion and to the best of our information and according to the explanationsgiven to us except for the effects of the matter described in the Basis for QualifiedOpinion section of our report the aforesaid financial statements give a true and fair viewin conformity with the accounting principles generally accepted in India of the state ofaffairs of the Company as at 31 st March 2021 and loss (changes in equity) and its cashflows for the year ended on that date.

Basis for Qualified Opinion

1. In view of the circumstances stated in Note No 49 the original books of accounts ofthe Company were not available and we have conducted our audit on the basis of availablebooks of accounts prepared by the Company.

2. In view of the matters specified in Note No 49 and Note 9(4)(v) of the FinancialStatements we are unable to express our opinion regarding the reported amountsaccompanying disclosure and recoverability of Trade Receivables.

3. Footnote No3(i) of Note No 8 regarding materials received from a third party onaccount of job work which was erroneously included in stock of finished goods and work inprogress

4. Footnote No 1 and 4 (i) (ii) (Hi) and (iv) of Note No 9 regarding overdue ExportBills amounting to Rs 46113.99 lacs outstanding for long which in our opinion aredoubtful of recovery against which adequate provision has not been made in the financialstatements

5. Footnote 1 of Note No 12 regarding Claims Receivable amounting to Rs. 689 36 lacsdue from various banks outstanding for long which in our opinion are doubtful of recoveryagainst which adequate provision has not been made in the Financial statements

6. Footnote 2 and 3 of Note No. 13 regarding Advance to suppliers and MiscellaneousAdvance of Rs 7.90 lacs and Rs. 3494 74 lacs due from certain parties and Footnote 1 ofNote No 13 regarding Advance relating to Companies of Rs 1708.34 lacs respectively whichin our opinion are considered doubtful of recovery against which adequate provision hasnot been made

7. Footnote of Note No. 7 regarding Miscellaneous Advance under Other Non CurrentAssets off As. 4 94 lacs due from certain parties which in our opinion are considereddoubtful of recovery against which adequate provision has not been made.

8. Footnote 2 of Note No. 10 relating to non-accounting in an earlier year ofwithdrawals/other transactions from certain Bank accounts due to reasons stated on thesaid Note 10 (2).

9. In absence of any workings for impaimient of assets as per Indian AccountingStandard (Ind. AS) 36 Impairment of Assets the impact of such impairment is notascertainable

10. Non-provision / non-compliance of items indicated in (3) to (8) above constitute adeparture from the Accounting Standards referred to in Section 133 of the Act. Withoutconsidering item Nos (1 )(2)(7) and (8)) above whose impact on the Company's Statementof Profit and Loss is presently non-ascertainable had the provisions indicated in itemNos (2) to (4) been made

i) Loss forthe year would have increased by Rs. 5201927 lacs.

(ii) Trade Receivables would have been decreased by Rs. 46113.99 lacs.

(iii) Other Financial Assets would have been decreased by Rs. 689.36 lacs.

(iv) Other Current and Non Current Assets would have been decreased by Rs. 5215.92lacs.

(v) The Retaining Eamings/(-)Loss would have been higher by (-) Rs. 52019.27 lacs

V\fe conducted our audit in accordance with Standards on Auditing (SAs) specified undersection 143(10) of the Companies Act 2013. Our responsibilities under those Standards arefurther described in the Auditor's Responsibilities for the Audit of the FinancialStatements section of our report. We are independent of the Company in accordance with theCode of Ethics issued by the Institute of Chartered Accountants of India together with theethical requirements that are relevant to our audit of the financial statements under theprovisions of the Companies Act 2013 and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the ICAI's Code of Ethics. Webelieve that the audit evidence we have obtained is sufficient and appropriate to providea basis for our qualified opinion.

Emphasis of Matter

We draw attention to Note No 50 of accompanying Standalone Financial Statementswherein the Company has described its impact assessment due to the COVID-19 pandemic. Asstated in the said note eventual outcome of the impact of the global health pandemic maybe different from those estimated as on date of the approval of Standalone FinancialStatements. Our opinion is not modified in respect of this matter.

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 in addition to the matter described in the Basis forQualified Opinion section we have determined the matters described below to be the keyaudit matters to be communicated in our report.

1. Following Notes to the Financial Statements describe the uncertainty related to theoutcome of the lawsuits /other legal matters indicated therein:

(a) Footnote (2) of Note No. 9 regarding pending adjustments of Sundry Debtors againstsupplies and other liabilities etc. due to the buyers. In absence of final settlement withthe parties and non-receipt of necessary approval from concerned regulatory authorityextent of the amount of adjustments so required could not be ascertained.

(b) Footnote to Note No. 18 regarding estimated amount of Rs. 8722.28 lacs providedduring the year 2002-03 as sales claims and commissions relating to earlier years fromoverseas customers of the Company which is pending for final settlement Necessaryadjustments for such claims and commissions will be made after final settlement andobtaining necessary approval from the concerned regulatory authority.

(c) Note No 42 regarding legal recourse taken by certain banks and financialinstitutions for recovery of their dues and the matter is sub-judice as stated in the saidNote.

(d) Note No. 43 regarding applications made by the Company with the Reserve Bank ofIndia from time to time for extension / setting off of certain overdue bills.

(e) Matters disclosed in Note No. 35 relating to Entry Tax Central / Commercial SalesTax Demands Customs Demands Professional Tax/Labour Cases/Wfater Cess Electricity Dutyetc. disclosed under Contingent Liabilities which are contested by the Company andpending before various forums / authorities for final decisions.

(f) Note No. 20(1) regarding application filed against the company before Debt RecoveryTribunal for recovery of the dues by certain banks.

(g) Note No 8 (2) regarding Inventory lying with a third party realisability andfuture usage of which is not presently ascertainable.

(h) Note No. 13 (5) regarding Transfer of Fixed Assets awaiting necessary adjustment.

2. Note No.16 (Footnote 3) Note No. 20 (Footnote 2) and Note No. 10 (Footnote 1) andNote No-11 (Foot Note-1) to the financial statements regarding non-receipt ofconfirmations in respect of borrowings from banks / Financial Institutions and also debitbalances in certain current accounts with banks due to restructuring being in progressbook balances thereof have been relied upon.

3. Note No 37 regarding balance with a related party under reconciliation.

4. In absence of any relevant documents and adequate information relating to matterspecified in Note No-44 & 48. We are unable to form to any opinion in these respect.

5. Footnote 2(a) of Note No.16 regarding payments made to ARCIL by certain parties onbehalf of the Company confirmations of which from the respective partes are awaited.

6. Non provision of interest for secured lenders in view of facts stated in Footnote 1of Note No 30.

7. Note No. 45 to the financial statements regarding preparation of these financialstatements on Going Concern basis for the reasons stated therein as also the fact that theCompany has accumulated losses and its net worth has been fully eroded. Further theCompany has incurred net loss during the current and previous years and the Company'scurrent liabilities exceeded its current assets as at the Balance Sheet date Theseconditons. along with other matters set forth in Notes to Financial Statements indicatethe existence of a material uncertainty that may cast significant doubt about theCompany's ability to continue as a going concern.

Our opinion is modified in respect of these matters.

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 of thesestandalone financial statements that give a true and fair view of the financial positionfinancial performance (changes in equity) and cash flows of the Company in accordancewith6 the accounting principles generally accepted in India including the accountingStandards specified under section 133 of the Act. This responsibility also includesmaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding of the assets of the Company and for preventing and detecting frauds andother irregularities; 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 presentation of the financial statement that give a true and fair view andare free from material misstatement whether due to fraud or error.

In preparing the financial statements management is responsible for assessing theCompany's ability to continue as a going concern disclosing as applicable mattersrelated to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations or has no realisticalternative but to do so.

The Board of Directors are also responsible for overseeing the Company's financialreporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtained reasonable assurance about whether the FinancialStatements as a whole are free from material misstatement whether due o fraud or errorand o issue and auditor's report that includes our opinion. Reasonable assurance is a highlabel of assurance but is no a guarantee that an audit conducted in accordance with SAswith always detect a material misstatement when it exist. Misstatement can arise fromfraud or error and the 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 with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. V\fe 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 to provide a basis for our opinion. The risk of notdetecting a material misstatement resulting from fraud is higher than for one resultingfrom error as fraud may involve collusion forgery intentional omissionsmisrepresentations or the override of internal control.

• Obtain an understanding of internal financial controls relevant to the audit inorder to design audit procedures that are appropriate in the circumstances. Under section143(3)(i) of the Act we are also responsible for expressing our opinion on whether theCompany 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.

9 Conclude on the appropriateness of management's use of the going concern basis ofaccounting 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 standalone financial statements or if such disclosures are inadequate to modify ouropinion. Our conclusions are based on the audit evidence obtained up to the date of ourauditor's report. However future events or conditions may cause the Company to cease tocontinue as a going concern.

9 Evaluate the overall presentation structure and content of the standalone financialstatements including the disclosures and whether the standalone financial statementsrepresent the underlying transactions and events in a manner that achieves fairpresentation.

Materiality is the magnitude of misstatements in the standalone financial statementsthat individually or in aggregate makes it probable that the economic decisions of areasonably knowledgeable user of the financial statements may be influenced We considerquantitative materiality and qualitative factors in (i) planning the scope of our auditwork and in evaluating the results of our work; and (ii) to evaluate the effect of anyidentified misstatements in the financial statements.

We communicate with those charged with governance regarding among other matters theplanned scope and timing of the audit and significant audit findings including anysignificant deficiencies in internal control that we identify during our audit.

Wa 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 standalone financial statementsof the current period and are therefore the key audit matters. We describe these mattersin our auditor's report unless law or regulation precludes public disclosure about thematter or when 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.

Report on Other Legal and Regulatory Requirements

i) As required by the Companies (Auditor's Report) Order 2016 ("the Order")issued by the Central Government in terms of Sub-secton (11) of Section 143 ofthe Act we enclose in the Annexure -A a statement on the matters specified in thesaid Order to the extent applicable to the Company.

ii) As required by Section 143(3) of the Act we report that

a) We have sought and except for the matters described in the Basis for QualifiedOpinion paragraph obtained all the information and explanations which to the best of ourknowledge and belief were necessary for the purpose of our audit;

b) Except for the possible effects of the matters described in the Basis for QualifiedOpinion paragraph above in our opinion proper books of account as required by law havebeen kept by the Company so far as appears from our examination of those books.

c) The Balance Sheet the Statement of Profit and Loss including Other ComprehensiveIncome Statement of Changes in Equity and the Statement Cash Flows dealt with by thisReport are in agreement with the books of account;

d) Except for the possible effects of the matters described in the Basis for QualifiedOpinion paragraph. in our opinion the Balance Sheet Statement of Profit and Loss andCash Flow Statement comply with the Accounting Standards specified under Section 133 ofthe Act

e) The matters described in the Basis for Qualified Opinion paragraph above in ouropinion may have an adverse effect on the functioning of the Company:

f) The matters described in sub-paragraph (1) under the Key Audit Matters paragraphabove in our opinion may have an adverse effect on the functioning of the Company:

g) On the basis of written representations received from the Directors as on 31 stMarch 2021 taken on record by the Board of Directors none of the Director isdisqualified as on 31st March 2021 from being appointed as a director in terms of Section164(2) of the Act.

h) With respect to the adequacy of the Internal Financial Controls over FinancialReporting of the Company and the operating effectiveness of such controls refer to ourseparate Report in Annexure - B.

i) Wth 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 our opinion and to the best of our information and according to the explanationsgiven to us the remuneration paid by the Company to its directors during the year is inaccordance with the provisions of section 197 of the Act.

j) Wth 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 as amended inour opinion and to the best of our information and according to the explanations given tous:

i. The Company has disclosed the impact of pending litigations on its financialposition wherever ascertainable. Refer Note No -35.

ii. The Company did not have any long-term contracts including derivative contracts forwhich there were any material foreseeable loss

iii. The Company has not transferred any amount to Investor Education and ProtectionFund (Refer to Footnote No. 1 to Note No.16).

For Khandelwal Ray & Co
Chartered Accountants
FR. NO-302035E
CA. S. Khandelwal
Place: Kolkata Partner
Date: 5th July 2021 Membership No.054451

ANNEXURE-A TO THE AUDITORS REPORT

The Armexure referred to in our report to the members of UNIWORTH LIMITED for the yearended 31st March 2021. We report that

(i) (a) Whether the company is maintaining proper records showing full particulars including quantitative details and situation of fixed assets (i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.
(b) Whether these fixed assets have been physically verified by the management at reasonable intervals; whether any material discrepancies were noticed on such verification and if so whether the same have been properly dealt with in the books of account; (b) The physical verification of fixed assets could not be conducted due to reasons stated in Note No 49
(c) Whether the title deeds of immovable properties are held in the name of the company. If not provide the details thereof; c) Title Deeds for Freehold and Leasehold Immovable Properties are held in the name of the Company.
(ii) Whether physical verification of inventory has been conducted at reasonable intervals by the management and whether any material discrepancies were noticed and if so whether they have been properly dealt with in the books of account; (ii) (a) Inventories of Raw Materials Finished Goods Work in Progress and Stores & Spares could not be physically verified due to reasons stated in Note No 49.
(iii) Whether the company has granted any loans secured or unsecured to companies firms Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act 2013. If so (iii) The Company has not granted any loan secured or unsecured during the year to any company firm or other party covered in the register maintained under section 189 of the Companies Act 2013.
(a) whether the terms and conditions of the grant of such loans are not prejudicial to the company's interest; In this regard we have relied upon the entries recorded in the register maintained under section 189 of the Act.
(b) whether the schedule of repayment of principal and payment of interest has been stipulated and whether the repayments or receipts are regular;
(c) if the amount is overdue state the total amount overdue for more than ninety days and whether reasonable steps have been taken by the company for recovery of the principal and interest;
(iv) In respect of loans investments guarantees and security whether provisions of section 185 and 186 of the Companies Act 2013 have been complied with. If not provide the details thereof. (iv) In our opinion and according to the information and explanations given to us the company has complied with the provisions of Sections 185 and 186 of the Act with regard to loans and investments made.
(v) In case the company has accepted deposits whether the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act 2013 and the rules framed there under v/here applicable have been complied with? if not the nature of such contraventions be stated; If an order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal whether the same has been complied with or not? (v) The Company has not accepted any deposit within the meaning of Section 73 of the Companies Act.
(vi) Where maintenance of cost records has been specified by the Central Government under sub-section (1) of section 148 of the Companies Act 2013 and whether such accounts and records have been so made and maintained. (vi) The Central Government has specified maintenance of cost records under Section 148 (1) of the Companies Act 2013 We have broadly reviewed the available books of accounts and records and we are of the opinion that the accounts and records have been prepared by the Company. However we have not made any detailed examination of such available records in order to ascertain whether those are complete and accurate.
(vii) (a) Whether the company is regular in depositing undisputed statutory dues including provident fund employees' state insurance income-tax sales-tax service tax duty of customs duty of excise value added tax cess and any other statutory dues to the appropriate authorities and if not the extent of the arrears of outstanding statutory dues as on the last day of the financial year concerned for a period of more than six months from the date they became payable shall be indicated; (vii) (a) According to the available records of the Company the Company has been generally regular in depositing during the year with appropriate authorities undisputed statutory dues including provident fund employees' state insurance income tax sales tax wealth tax service tax customs duty excise duty value added tax cess and any other statutory dues where applicable except in the following cases which are outstanding for a period of more than six months from the date they became payable:
VAT Rs. 6.87 lacs
Central Sales Tax Rs. 26.46 lacs
Electricity Duty & cess Rs. 185.69 lacs
Entry Tax Payable Rs. 57.11 lacs
Property Tax Rs. 10.43 lacs
GST Rs. 7.72 lacs

(b) Where dues of income tax or sales tax or service

(b) According to the available records of the tax or duty of customs or duty of exciseor value Company following statutory dues have not added tax have not been deposited onaccount deposited by the Company on account of any dispute then the amounts involved andthe forum where dispute is pending shall be mentioned. (A mere representation to theconcerned Department shall not be treated as a dispute)

Nature of Dues Amount Rs. in lacs Period since when Forum
Electric iy Duty &Cess 915.26 2005 Bilaspur High Court.
Excise Duty 8.64- Prior to 2000 CESTAT. New Delhi
Excise Duty 4.9622 95-96 96-97 Bilaspur High Court
Excise Duty 8.7316 JUL'94 & AUG'94 Bilaspur High Court.
Excise Duty 26.47 95-96 96-97 CESTAT. New Delhi
Excise Duty 2.03 JULY 00 To July 01 CESTAT. New Delhi
Excise Duty 32.88 April 2009 to March 2013 CESTAT. New Delhi
Excise Duty 714.00 2006 08 CESTAT. New Delhi
Customs Duty 243.27 March-2005 CESTAT New Delhi
Customs Duty 225.94 Aug-1996 CESTAT. New Delhi
Customs Duty 388.30 2011-12 to 2014-15 CESTAT New Delhi
Entry Tax 57.11 1997-98 C ommiss toner ot Commercial Tax
CG VAT 2.24 1995-96 Commissioner of Commercial Tax
CST 32.92 1993-94-95 Commissioner of Commercial Tax.
CST 165.56 2007-08 & 2010-11 C ommissioner ot Commercial Tax
CST 9.50 2002-03 to 2003- 04 Bilaspur High Court
Entry Tax 90.48 1993-94 to 1997-98 Commissioner ot Commercial Tax.

 

(viii) Whether the company has defaulted in repayment of loans or borrowing to a financial institution bank Government or dues to debenture holders? If yes the period and the amount of default to be reported (in case of defaults to banks financial institutions and Government lender wise details to be provided). The Company has defaulted in repayment of dues to financial institutions banks and debenture holders as under:
As per Original Agreement all the following Term Loans have become due for repayments. However the Company's negotiations with the term lenders for rescheduling / restructuring is in process:

 

Nature of Financial Assistance Amount (Rs in Lacs) Period of Default
Term Loan *
Fina ncial Institution Not Ascertainable
Principal 21253.39
Interest 12591.73
Bank Not Asccrta inabk
Principal 9090.95
Interest 1345.64
Debenture
Nov-convertible Part C Redeemable Debenture
Principal 1900.13
Interest 196.88
Loan Repayable on Demand (Short Term Borrowing) **

* Refer Note No 16.

** Refer Note No.20(i)

(ix) Whether moneys raised by way of initial public offer or further public offer (including debt instruments) and term loans were applied for the purposes for which those are raised. If not the details together with delays or default and subsequent rectification if any as may be applicable be reported; (ix) The Company did not raise any money by way of initial public offer of further public offer (including debt instruments) during the year. According to the information and explanations given to us. the Term Loan raised during the year had been applied for the purposes for which the same was raised.
(x) Whether any fraud by the company or any fraud on the Company by its officers or employees has been noticed or reported during the year; If yes the nature and the amount involved is to be indicated; (x) Based upon the audit procedure performed and the information and explanation given by the Company we report that no fraud on or by the Company has been noticed or reported during the year that causes the financial statements materially misstated.
(xi) Whether managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act? If not state the amount involved and steps taken by the company for securing refund of the same; (xi) According to the information and explanations given to us and based on our examination of the available records of the Company the Company has paid/provided for managerial remuneration in accordance with the requisite approval mandated by the provisions of Section 197 read with Schedule V of the Act.
(xii) Whether the Nidhi Company has complied with the Net Owned Funds to Deposits in the ratio of 1: 20 to meet out the liability and whether the Nidhi Company is maintaining ten per cent unencumbered term deposits as specif ed in the Nidhi Rules 2014 to meet out the liability; (xii) In our opinion and according to the information and explanations given to us the Company is not a Nidhi Company. Accordingly paragraph 3(xii) of the Order is not applicable.
(xiii) Whether all transactions with the related parties are incompliance with sections 177 and 188 of Companies Act 2013 where applicable and the details have been disclosed in the Financial Statements etc. as required by the applicable accounting standards; (xiii) According to the information and explanabons given to us and based on our examination of the available records of the Company transactions with the related partes are in compliance with Sections 177 and 188 of the Act. where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards.
(xiv) Whether the company has made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and if so as to whether the requirement of section 42 of the Companies Act 2013 have been complied with and the amount raised have been used for the purposes for which the funds were raised. If not provide the details in respect of the amount involved and nature of non-compliance; (xiv) According to the information and explanations given to us and based on our examination of the available records of the Company the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures dunng the year.
(xv) Whether the company has entered into any non-cash transactions with directors or persons connected with him and if so whether the provisions of section 192 of Companies Act 2013 have been complied with; (xv) According to the information and explanations given to us and based on our examination of the available records of the Company the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly paragraph 3(xv) of the Order is not applicable
(xvi) Whether the company is required to be registered under section 45-IA of the Reserve Bank of India Act 1934 and if so whether the registration has been obtained. (xvi) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act 1934.

 

For Khandelwal Ray & Co
Chartered Accountants
FR. NO-302035E
CA. S. Khandelwal
Place: Kolkata Partner
Date: 5th July 2021 Membership No.054451

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 UniworthLimited ("the Company") as of 31 March 2021 in conjunction with our audit of theStandalone Financial 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'). 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.

Auditors' Responsibility

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 extent applicableto an audit of internal financial controls both applicable to an audit of InternalFinancial Controls and both issued by the Institute of Chartered Accountants of India.Those Standards and the Guidance Note require that we comply with ethical requirements andplan and 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 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 authorisations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection ofunauthorised 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.

Qualified Opinion

According to the information and explanations given to us and based on our audit thefollowing material weaknesses have been identified in the operating effectiveness of theCompany's internal financial controls over financial reporting as at March 31 2021:

1 The Company's internal financial controls over customer acceptance credit evaluationand establishing credit limits for sales in respect of certain very old debts were notoperating effectively which could potentially result in the Company's recognising revenuewithout establishing reasonable certainty of ultimate collection;

2. The Company's internal financial controls over payment of certain long outstandingadvances to parties particularly with regard to the terms and conditions of making suchadvance payments by the Company were not operating effectively which could potentiallyresult in materially affecting the Company's working capital and expense account balances.

3. The Company's internal financial controls over certain long outstanding creditorsfor expenses particularly with regard to the adequacy for such expenses as also obtainingconfirmations from the creditors were not operating effectively which could potentiallyresult in materially affecting the Company's working capital and expense account balances.

For Khandelwal Ray & Co
Chartered Accountants
FR. NO-302035E
CA. S. Khandelwal
Place: Kolkata Partner
Date: 5th July 2021 Membership No.054451

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