To the Members of Vishvprabha Ventures Limited
Report on the Audit of the Standalone Financial Statements QualifiedOpinion:
We have audited the Standalone financial statements of VishvprabhaVentures Limited ("the Company") which comprise the balance sheet as at 31stMarch 2022 and the statement of Profit and Loss (Including Other Comprehensive Income)statement of cash flows and statement of changes in equity for the year then ended andnotes to the standalone financial statements including a summary of significantaccounting policies and other explanatory information.
In our opinion and to the best of our information and according to theexplanations given to us except the possible effects of the matter described in theBasis for Qualified Opinion paragraph the aforesaid standalone Ind AS financialstatements give the information required by 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 financial position of the Company as at 31st March2022 and its financial performance including other comprehensive income its cash flowsand the changes in equity for the year ended on that date.
Basis for Qualified Opinion:
The Company is not accounting for liability for Gratuity as requiredunder Indian Accounting Standard 19 (IndAS-19) relating to Employees Benefits as referredto in relevant disclosure to financial statements. We are unable to comment upon theresultant effect on assets liabilities profit / (loss) other comprehensive income /(loss) and Total comprehensive income / (loss) for the year as the amount of such benefitis presently not ascertainable.
We conducted our audit in accordance with the Standards on Auditing(SAs) specified under section 143(10) of the Companies Act 2013. Our responsibilitiesunder those Standards are further described in the Auditor's Responsibilities for theAudit of the Standalone Financial Statements section of our report. We are independent ofthe Company in accordance with the Code of Ethics issued by the Institute of CharteredAccountants of India together with the ethical requirements that are relevant to our auditof the Standalone financial statements under the provisions of the Companies Act 2013 andthe 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 ouropinion.
Key Audit Matters:
Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the Standalone financial statements of thecurrent period. These matters were addressed in the context of our audit of the Standalonefinancial statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters. During the course of our audit we have determinedthat there are no key audit matters to be communicated in our report.
Information Other than the Financial Statements and Auditor's ReportThereon:
The Company's Board of Directors is responsible for the otherinformation. The other information comprises the information included in the managementdiscussion and analysis Board's Report Annual Report Report on Corporate governance andBusiness Responsibility report but does not included in the standalone financialstatements and our auditor's report thereon.
Our opinion on the standalone financial statements does not cover theother information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statementsour responsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the Standalone financial statements orour knowledge obtained during the course of our audit or otherwise appears to bematerially misstated. If based on the work we have performed we conclude that there is amaterial misstatement of this other information; we are required to report that fact. Wehave nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance forthe Financial Statements:
The Company's Board of Directors is responsible for the matters statedin section 134(5) of the Companies Act 2013 ("the Act") with respect to thepreparation of these Standalone financial statements that give a true and fair view of thefinancial position financial performance including other comprehensive income cash flowsand changes in equity of the Company in accordance with the Ind AS and accountingprinciples generally accepted in India including the IND AS specified under section 133of the Act. This responsibility also includes maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding of the assets of the Companyand for preventing and detecting frauds and other irregularities; selection andapplication of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design implementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to the preparation and presentation ofthe financial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.
In preparing the Standalone financial statements management isresponsible for assessing the Company's ability to continue as a going concerndisclosing as applicable matters related to going concern and using the going concernbasis of accounting unless management either intends to liquidate the Company or to ceaseoperations or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing theCompany's financial reporting process.
Auditor's Responsibilities for the Audit of the Financial Statements:
1. Our objectives are to obtain reasonable assurance about whetherthe Standalone financial statements as a whole are free from material misstatementwhether due to fraud or error and to issue an auditor's report that includes our opinion.Reasonable assurance is a high level of assurance but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these Standalone financial statements.
2. As part of an audit in accordance with SAs we exerciseprofessional judgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of theStandalone financial statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control.
Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. Undersection 143(3)(i) of the Companies Act 2013 we are also responsible for expressing ouropinion on whether the company has adequate internal financial controls system in placeand the operating effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management's use of the goingconcern basis of accounting and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany's ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor's report to therelated disclosures in the financial statements or if such disclosures are inadequate tomodify our opinion. Our conclusions are based on the audit evidence obtained up to thedate of our auditor's report. However future events or conditions may cause the Companyto cease to continue as a going concern.
Evaluate the overall presentation structure and content of theStandalone financial statements including the disclosures and whether the financialstatements represent the underlying transactions and events in a manner that achieves fairpresentation.
3. We communicate with those charged with governance regardingamong other matters the planned scope and timing of the audit and significant auditfindings including any significant deficiencies in internal control that we identifyduring our audit.
4. We also provide those charged with governance with a statementthat we have complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.
5. From the matters communicated with those charged withgovernance we determine those matters that were of most significance in the audit of theStandalone financial statements of the current period and are therefore the key auditmatters. We describe these matters in our auditor's report unless law or regulationprecludes public disclosure about the matter or when in extremely rare circumstances wedetermine that a matter should not be communicated in our 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 (Auditor's Report) Order 2020("the Order") issued by the Central Government of India in terms of sub-section(11) of section 143 of the Companies Act 2013 we give in the Annexure A statement on thematters specified in paragraphs 3 and 4 of the Order to the extent applicable.
2. As required by Section 143(3) of the Act we report that:
a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit.
b) In our opinion proper books of account as required by law havebeen kept by the Company so far as it appears from our examination of those books.
c) The Standalone Ind AS financial statements dealt with by thisReport are in agreement with the books of account.
d) In our opinion the aforesaid Standalone financial statementscomply with the IND AS as specified under Section 133 of the Act read with Rule 7 of theCompanies (Accounts) Rules 2014.
e) On the basis of the written representations received from thedirectors as on 31st March 2022 taken on record by the Board of Directors none of thedirectors is disqualified as on 31st March 2022 from being appointed as a director interms of Section 164 (2) of the Act.
f) With respect to the adequacy of the internal financial controlsover financial reporting of the Company and the operating effectiveness of such controlsrefer to our separate Report in "Annexure B".
g) With respect to the other matters to be included in theAuditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules2014 in our opinion and to the best of our information and according to the explanationsgiven to us:
i. The Company does not have any pending litigations which would impactits financial position;
ii. The Company did not have any long-term contracts includingderivative contracts for which there were any material foreseeable losses.
iii. There were no amounts which were required to be transferred tothe Investor Education and Protection Fund by the Company.
iv. (a) The Management has represented that to the best of itsknowledge and belief no funds (which are material either individually or in theaggregate) have been advanced or loaned or invested (either from borrowed funds or sharepremium or any other sources or kind of funds) by the Company to or in any other person orentity including foreign entity ("Intermediaries") with the understandingwhether recorded in writing or otherwise that the Intermediary shall whether directlyor indirectly lend or invest in other persons or entities identified in any mannerwhatsoever by or on behalf of the Company ("Ultimate Beneficiaries") or provideany guarantee security or the like on behalf of the Ultimate Beneficiaries;
(b) The Management has represented that to the best of its knowledgeand belief no funds (which are material either individually or in the aggregate) havebeen received by the Company from any person or entity including foreign entity("Funding Parties") with the understanding whether recorded in writing orotherwise that the Company shall whether directly or indirectly lend or invest inother persons or entities identified in any manner whatsoever by or on behalf of theFunding Party ("Ultimate Beneficiaries") or provide any guarantee security orthe like on behalf of the Ultimate Beneficiaries;
(c) Based on the audit procedures that have been considered reasonableand appropriate in the circumstances nothing has come to our notice that has caused us tobelieve that the representations under sub-clause (i) and
(ii) of Rule 11(e) as provided under (a) and (b) above contain anymaterial misstatement.
v. The dividend declared and paid by the Company during the year is inaccordance with Section 123 of the Act.
3. In our opinion and according to the information and explanationsgiven to us the Company has not paid/provided for any managerial remunerationaccordingly the provisions of Section 197 read with Schedule V to the Act are notapplicable to the Company.
Annexure "A" to the Independent Auditor's Report of even dateon the financial statements of Vishvprabha Ventures Limited for the year ended 31st March2022.
As required by the Companies (Auditors Report) Order 2020 andaccording to the information and explanations given to us during the course of the auditand on the basis of such checks of the books and records as were considered appropriate wereport that:
(i) In respect of the Company's Property Plant and Equipment andIntangible Assets:
a. (A) The Company has maintained proper records showing fullparticulars including quantitative details and situation of Property Plant and Equipmentand relevant details of right-of-use assets.
(B) The Company does not hold any Intangible Asset and Hence reportingunder clause 3(i)(a)(B) of the Order is not applicable.
b. The Company has a program of physical verification of PropertyPlant and Equipment and right-of-use assets so to cover all the assets once every threeyears which in our opinion is reasonable having regard to the size of the Company andthe nature of its assets. Pursuant to the program certain Property Plant and Equipmentwere due for verification during the year and were physically verified by the Managementduring the year. According to the information and explanations given to us no materialdiscrepancies were noticed on such verification.
c. Since the Company does not hold any Immovable Property clause3(i)(c) of the Order is not applicable.
d. The Company has not revalued any of its Property Plant andEquipment (including right-of-use assets) and intangible assets during the year.
e. No proceedings have been initiated during the year or arepending against the Company as at March 31 2022 for holding any benami property under theBenami Transactions (Prohibition) Act 1988 (as amended in 2016) and rules madethereunder.
(ii) (a) The inventories have been physically verified by themanagement during the year at reasonable intervals. No material discrepancies were noticedon physical verification of inventories by the management.
(b) The Company has not been sanctioned working capital limits inexcess of ? 5 crore in aggregate at any points of time during the year from banks orfinancial institutions on the basis of security of current assets and hence reportingunder clause 3(ii)(b) of the Order is not applicable.
(iii) The Company has made investments in a Subsidiary Companies andgranted unsecured loans to a Subsidiary Companies in respect of which:
a) The Company has provided unsecured loans to its SubsidiaryCompanies amounting to Rs.18007.41 thousands and balance outstanding at the balance sheetdate was Rs. Rs. 62734.62 thousands. The Company has not provided any advances in thenature of loans or stood guarantee or provided security to any other entity during theyear.
b) In our opinion the investments made and the terms andconditions of the grant of loans during the year are prima facie not prejudicial to theCompany's interest.
c) In respect of loans granted by the Company no repaymentschedule has been stipulated for repayment of principal and interest.
d) In respect of loans granted by the Company there is no overdueamount remaining outstanding as at the balance sheet date.
e) No loan granted by the Company which has fallen due during theyear has been renewed or extended or fresh loans granted to settle the over dues ofexisting loans given to the same parties.
f) The company has granted unsecured loans repayable on demand toits Subsidiary Company amounting to Rs. 18007.41 thousands and balance outstanding at thebalance sheet date was Rs. Rs. 62734.62 thousands which are 100% to the total loansgranted.
The Company has not provided any guarantee or security or granted anyadvances in the nature of loans secured or unsecured to companies firms LimitedLiability Partnerships or any other parties.
(iv) Based on information and explanation given to us in respect ofloans investments guarantees and securities the Company has complied with theprovisions of Sections of Section 185 and 186 of the Act.
(v) In our opinion and according to the information and explanationgiven to us the Company has not accepted any deposit from the public in accordance withthe provisions of sections 73 to 76 or amounts which are deemed to be deposits of the Actand the rules framed there under. Hence reporting under clause 3(v) of the Order is notapplicable.
(vi) The Central Government has not prescribed the maintenance of costrecords under Section 148 (i) of the Act for the Company.
(vii) (a) Accordingly to the records of the Company the undisputedstatutory dues including Goods and Services Tax Provident Fund Employees' StateInsurance Income Tax Sales Tax Service Tax duty of Customs duty of Excise ValueAdded Tax Cess Goods and Service Tax and other statutory dues wherever applicable havenot been regularly deposited with the appropriate authorities. There are no undisputedamount payable in respect of such statutory dues which have remained outstanding as at31st March 2022 for a period more than six months from the date they became payableexcept for tax deducted at source of Rs.151.10 thousands.
(b) According to the information and explanations given to us thereare no statutory dues referred to in sub-clause(a) on account of any dispute with therelevant authorities.
(viii) According to the information and explanations given to us therewere no transactions relating to previously unrecorded income that have been surrenderedor disclosed as income during the year in the tax assessments under the Income Tax Act1961 (43 of 1961)
(ix) (a) Based on our audit procedure and as per the information andexplanation given by the management the company has not defaulted in repayment of loansor other borrowings or in the payment of interest thereon to any lender.
(b) According to the information and explanations given to us theCompany is not declared as wilful defaulter by any bank or financial institution or otherLender.
(c) The Company has not taken any term loan during the year hencereporting under clause 3(ix)(c) of the Order is not applicable.
(d) According to the information and explanations given to us fundsraised on short term basis have not been utilised for long term purposes.
(e) The Company has taken funds from director/promoter and otherCompany and further granted loan to its wholly owned subsidiary amounting to Rs.62734.62thousands.
(f) The Company has not raised any loans during the year on the pledgeof securities held in its subsidiaries joint ventures or associate companies.
(x) (a) The Company has not raised any money by way of initial publicoffer further public offer (including debt instruments) during the year. Accordingly theprovisions of Clause 3(x)(a) of the Order are not applicable to the Company.
(b) During the year the Company has allotted 1470000 right equityshare of face value of Rs.10/- each fully paid at issue price of Rs.30/- per right equityshare. According to the information and explanations given to us the requirements ofsection 42 and section 62 of the Companies Act 2013 have been complied in respect of thesame.
(xi) (a) According to the information and explanations given to us nofraud by the Company or any fraud on the Company has been noticed or reported during theyear.
(b) According to the information and explanations given to us Noreport under sub-section (12) of section 143 of the Companies Act has been filed in FormADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules 2014 with theCentral Government during the year and upto the date of this report.
(c) According to the information and explanations given to us theCompany has not received any whistle blower Complaints during the year.
(xii) In our opinion and according to the information and explanationsgiven to us the Company is not a nidhi company. Accordingly paragraph 3(xii) of theOrder is not applicable.
(xiii) According to the information and explanations given to us andbased on our examinations of the records of the Company transactions with the relatedparties are in compliance with sections 177 and 188 of the Act where applicable. Thedetails of such related party transactions have been disclosed in the financial statementsas required by applicable accounting standards.
(xiv) (a) In our opinion the Company has an adequate internal auditsystem commensurate with the size and the nature of its business.
(b) We have considered the internal audit reports for the year underaudit issued to the Company during the year and till date in determining the naturetiming and extent of our audit procedures.
(xv) According to the information and explanations given to us andbased on our examination of the records 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) In our opinion the Company is not required to be registeredunder section 45- IA of the Reserve Bank of India Act 1934. Hence reporting under clause3(xvi)(a) (b) (c) and (d) of the Order is not applicable.
(xvii) The Company has incurred cash losses of Rs. 3470 thousandsduring the financial year covered by our audit and has not incurred any cash losses duringthe immediately preceding financial year.
(xviii) There has been resignation of the statutory auditors during theyear. The outgoing auditors have not raised any issues objections or concerns.
(xix) On the basis of the financial ratios ageing and expected datesof realisation of financial assets and payment of financial liabilities other informationaccompanying the financial statements and our knowledge of the Board of Directors andManagement plans and based on our examination of the evidence supporting the assumptionsnothing has come to our attention which causes us to believe that any materialuncertainty exists as on the date of the audit report indicating that Company is notcapable of meeting its liabilities existing at the date of balance sheet as and when theyfall due within a period of one year from the balance sheet date. We however state thatthis is not an assurance as to the future viability of the Company. We further state thatour reporting is based on the facts up to the date of the audit report and we neither giveany guarantee nor any assurance that all liabilities falling due within a period of oneyear from the balance sheet date will get discharged by the Company as and when they falldue.
(xx) Section 135 of Companies Act 2013 is not applicable to company.Hence reporting under clause 3(xx) of the Order is not applicable.
Annexure "B" to the Independent Auditor's Report of even dateon the Standalone Ind AS financial statements of Vishvprabha Ventures Limited for the yearended 31st March 2022.
Report on the Internal Financial Controls under Clause (i) ofSub-section 3 of Section 143 of the Companies Act 2013 ("the Act")
We have audited the internal financial controls over financialreporting of Vishvprabha Ventures Limited ("the Company") as of March 31 2022in conjunction with our audit of the Standalone Ind AS financial statements of the Companyfor the year ended on that date.
Management's Responsibility for Internal Financial Controls:
The Company's management is responsible for establishing andmaintaining internal financial controls based on the internal control over financialreporting criteria established by the Company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls overFinancial Reporting issued by the Institute of Chartered Accountants of India("ICAI").These responsibilities include the design implementation andmaintenance of adequate internal financial controls that were operating effectively forensuring the orderly and efficient conduct of its business including adherence tocompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information as required under the Companies Act 2013.
Our responsibility is to express an opinion on the Company's internalfinancial controls over financial reporting based on our audit. We conducted our audit inaccordance with the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the "Guidance Note") and the Standards on Auditing issued by ICAIand deemed to be prescribed under section 143(10) of the Companies Act 2013 to theextent applicable to an audit of internal financial controls both issued by ICAI. 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 aboutthe adequacy of the internal financial controls system over financial reporting and theiroperating effectiveness.
Our audit of internal financial controls over financial reportingincluded obtaining an understanding of internal financial controls over financialreporting 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 judgement 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 andappropriate to provide a basis for our audit opinion on the Company's internal financialcontrols system over financial reporting.
Meaning of Internal Financial Controls Over Financial Reporting:
A Company's internal financial control over financial reporting is aprocess designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that in reasonable detail accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financialstatements in accordance with generally accepted accounting principles and that receiptsand expenditures of the Company are being made only in accordance with authorizations ofmanagement 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 FinancialReporting:
Because of the inherent limitations of internal financial controls overfinancial reporting including the possibility of collusion or improper managementoverride of controls material misstatements due to error or fraud may occur and not bedetected. Also projections of any evaluation of the internal financial controls overfinancial reporting to future periods are subject to the risk that the internal financialcontrol over financial reporting may become inadequate because of changes in conditionsor that the degree of compliance with the policies or procedures may deteriorate.
In our opinion the Company has in all material respects an adequateinternal financial controls system over financial reporting and such internal financialcontrols over financial reporting were operating effectively as at March 31 2022 basedon the internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note onAudit of Internal Financial Controls Over Financial Reporting issued by the ICAI.
|For S G C O & Co LLP |
|Chartered Accountants |
|Firm Reg. No. 112081W / W100184 |
|Gourav Roongta |
|M No. : 186176 |
|Place : Mumbai |
|Date : 30th May 2022. |
|UDIN : 22186176AJYAJO6168 |