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Worth Peripherals Ltd.

BSE: 535008 Sector: Industrials
NSE: WORTH ISIN Code: INE196Y01018
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Worth Peripherals Ltd. (WORTH) - Auditors Report

Company auditors report

To

The Members of

Worth Peripherals Limited

Indore

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the standalone financial statements of WORTH PERIPHERALS LIMITED("the company") which comprise the Balance Sheet as at 31st March 2020 thestatement of profit and loss including statement of Other Comprehensive Income statementof changes in equity and statement of cash flows for the year ended and notes to thefinancial statements including a summary of significant accounting policies and otherexplanatory information.

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid standalone financial statements give the information requiredby the Companies Act 2013 in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India of the state ofaffairs of the Company as at March 31 2020 its profit changes in equity and of cashflows for the year ended on that date.

Basis of Opinion

We conducted our audit of the standalone Ind AS financial statements in accordance withthe Standards on Auditing (SAs) as specified under section 143(10) of the Companies Act2013. Our responsibilities under those Standards are further described in the‘Auditor's Responsibilities for the Audit of the Standalone Ind AS FinancialStatements' section of our report. We are independent of the Company in accordance withthe ‘Code of Ethics' issued by the Institute of Chartered Accountants of Indiatogether with the ethical requirements that are relevant to our audit of the financialstatements under the provisions of the Companies Act 2013 and the Rules thereunder andwe have fulfilled our other ethical responsibilities in accordance with these requirementsand the Code of Ethics. We believe that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our audit opinion on the Standalone financialstatements.

Key Audit Matters

Key audit matters are those matters that in our professional judgment were of mostsignificance in our audit of the Standalone Ind AS financial statements for the financialyear ended March 31 2020. These matters were addressed in the context of our audit of theStandalone Ind AS financial statements as a whole and in forming our opinion thereon andwe do not provide a separate opinion on these matters. For each matter below ourdescription of how our audit addressed the matter is provided in that context.

We have determined the matters described below to be the key audit matters to becommunicated in our report. We have fulfilled the responsibilities described in theAuditor's responsibilities for the audit of the Standalone Ind AS financial statementssection of our report including in relation to these matters. Accordingly our auditincluded the performance of procedures designed to respond to our assessment of the risksof material misstatement of the Standalone Ind AS financial statements. The results of ouraudit procedures including the procedures performed to address the matters below providethe basis for our audit opinion on the accompanying Standalone Ind AS financialstatements.

Key Audit Matters How our audit addressed the Key Audit Matters
Revenue Recognition
The management is of the opinion that it controls the goods before transferring them to the customer. We assessed the Company's process to identify the impact of adoption of new Revenue Accounting Standard (Ind AS 115). Our audit approach included assessment of design and testing of operating effectiveness of internal controls related to revenue recognition calculation of discounts and rebates and other substantive testing. We carried out:
The variety of terms that define when control are transferred to the customer as well as the high value of the transactions give rise to the risk that revenue is not recognized in the appropriate accounting period. Evaluation of the design of internal controls relating to implementation of new revenue accounting standard.
Revenue is measured net of returns and allowances trade discounts and volume rebates (collectively ‘Discount and rebates'). There is a risk that these discount and rebates are incorrectly recorded as it also requires ascertain degree of estimation resulting in understatement of the associated expenses and accrual. Selection of samples of both continuing and new contracts for
- testing of operating effectiveness of the internal control
- identification of contract wise performance obligations and
- Determination of transaction price.
Accordingly due to the significant risk associated with revenue recognition in accordance with terms of Ind AS 115 • Verification of individual sales transaction on sample basis and traced to sales invoices sales orders and other related documents. Further the samples were checked for revenue recognition as per the shipping terms.
‘Revenue from Contracts with Customers' it was determined to be a key audit matter in our audit of the standalone Ind AS financial statements. • Sample of sales transactions were selected pre- and post year end agreeing the period of revenue recognition to third party support such as transporter invoice and customer confirmation of receipt of goods.
• Direct confirmations were obtained from customers to support existence assertion of trade receivables and assessed the relevant disclosures made in the financial statements; to ensure revenue from contracts with customers are in accordance with the requirements of relevant accounting standards.
• In the cases where direct confirmations are not available additional procedures were applied in respect of receipts in the Subsequent period.
Valuation of Inventories To address the risk of material error in valuation of inventories our audit procedures included amongst others:
At the balance sheet date the value of inventory amounted to Rs. 11.87 Crores representing 9.67% of total assets. Inventories were considered as a key audit matter due to the size of the balance and because inventory valuation involves management judgment. According to the financial statements and accounting principles inventories are measured at the lower of cost or net realizable value (using First In First Out Method). The company has specific procedures for identifying risk for obsolescence and measuring inventories at the lower of cost or net realizable value. • Assessing the compliance of company's accounting policies over inventory with applicable accounting standards.
• Assessing the inventory valuation processes and practices. We reperformed the cost calculations and tested the effectiveness of the key controls.

We have determined that there are no other key audit matters to communicate in ourreport.

Information Other than the Financial Statements and Auditor's Report Thereupon

The Company's Board of Directors is responsible for the other information. The otherinformation comprises the information included in the Annual Report 2019-20 but does notinclude the Standalone Ind AS financial statements and our auditor's report thereon.

Our opinion on the Standalone Ind AS financial statements does not cover the otherinformation and we do not express any form of assurance conclusion thereon.

In connection with our audit of standalone Ind AS financial statements ourresponsibility is to read the other information and in doing so consider whether suchother information is materially inconsistent with the standalone Ind AS financialstatements or our knowledge obtained in the audit or otherwise appears to be materiallymisstated. If based on the work we have performed we conclude that there is a materialmisstatement of this other information we are required to report that fact. We havenothing to report in this regard.

Management's Responsibilities 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 ofthese standalone Ind AS 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 accounting principlesgenerally accepted in India including the Indian Accounting Standards (Ind AS ) specifiedunder section 133 of the Act read with the Companies (Indian Accounting Standards) Rules2015 as amended. This responsibility also includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding of the assets of theCompany and 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 with reference to Financial Statements that were operating effectivelyfor ensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the standalone Ind AS financial statements that give atrue and fair view and are free from material misstatement whether due to fraud or error.

In preparing the Standalone Ind AS financial statements the Board of Directors 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 the Board of Directors either intends to liquidate the Companyor to cease operations or has no realistic alternative but to do so.

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

Auditor's Responsibility for the Audit of Standalone Ind AS Financial Statements

Our objectives are to obtain reasonable assurance about whether the Standalone Ind ASfinancial statements as a whole are free from material misstatement whether due to fraudor error and to issue an auditor's report that includes our opinion. Reasonable assuranceis a high level of assurance but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when it exists. Misstatements canarise from fraud or error and are considered material if individually or in theaggregate they could reasonably be expected to influence the economic decisions of userstaken on the basis of these Standalone Ind AS financial statements.

As part of an audit in accordance with SAs we exercise professional judgment andmaintain professional skepticism throughout the audit. We also:

- Identify and assess the risks of material misstatement of the Standalone Ind ASfinancial 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 our 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 to designaudit procedures that are appropriate in the circumstances. Under section 143(3)(I) of theCompanies Act 2013 we are also responsible for expressing our opinion on whether thecompany has adequate Internal Financial Controls with reference to Financial Statements inplace and the operating effectiveness of such controls.

- Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related disclosures made by management.

- 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 Ind AS 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 the Standalone Ind ASfinancial statements including the disclosures and whether the Standalone Ind ASfinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation.

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 in the audit of the Standalone Ind AS financialstatements of the current period and are therefore the key audit matters. We describethese matters in our auditor's report unless law or regulation precludes public disclosureabout the matter or when in extremely rare circumstances we determine that a mattershould not be communicated in our report because the adverse consequences of doing sowould 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")issued by the Central Government of India in terms of subsection (11) of section 143 ofthe Act we give in the "Annexure-A" a statement on the matters specified inparagraphs 3 and 4 of the Order.

2. As required by Section 143(3) of the Act we report that:

(a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit.

(b) In 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 the Statement of Profit and Loss including the Statement ofOther Comprehensive Income and the Cash Flow Statement and Statement of Changes in Equitydealt with by this Report are in agreement with the books of account

(d) In our opinion the aforesaid standalone financial statements comply with theIndian Accounting Standards specified under Section 133 of the Act read with Companies(Indian Accounting Standards) Rules 2015 as amended.

(e) On the basis of the written representation received from the directors as on March31 2020 taken on record by the Board of Directors none of the directors is disqualifiedas on March 31 2020 from being appointed as a director in terms of Section 164(2) of theCompanies Act 2013.

(f) With respect to the adequacy of the Internal Financial Controls with reference toFinancial Statements over financial reporting of the Company with reference to theseStandalone Ind AS financial statements and the operating effectiveness of such controlsrefer to our separate Report in "Annexure-B" 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) Rules2014as amended in ouropinion and to the best of our information and according to the explanations given to us:

i. The Company has no pending litigations hence the impact of pending litigations onits financial position in its financial statements is not disclosed.

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

iii. There were no amounts which were required to be transferred to the InvestorEducation and Protection Fund by the Company.

For KHANDELWAL& JHAWER

Chartered Accountants

FRN: 003923C

CA. Anil K. Khandelwal

Proprietor M. No.072124

Place: Indore

Date: 29th June 2020

ANNEXURE A TO INDEPENDENT AUDITOR'S REPORT

The Annexure referred to in paragraph 1 of the Our Report of even date to the membersof WORTH PERIPHERALS LIMITED. On the accounts of the company for the period ended 31stMarch 2020.

On the basis of such checks as we considered appropriate and according to theinformation and explanation given to us during the course of our audit we report that:

1. (a) The company has maintained proper records showing full particulars includingquantitative details and situation of property plant and equipment.

(b) As informed and explained to us the management during the year has physicallyverified the items of the property plant and equipment of the company at reasonableinterval and no significant discrepancies were noticed on such physical verification.

(c) According to the information and explanations given by the management the titledeeds of immovable properties included in Property Plant and Equipment of the Company areheld in the name of the Company.

2. (a) As explained to us inventories have been physically verified during the periodby the management at reasonable intervals.

3. According to the information and explanations given to us and on the basis of ourexamination of the books of account the Company has not granted loans secured orunsecured to companies firms or other parties listed in the register maintained underSection 189 of the Companies Act 2013. Consequently the provisions of clause iii(a) andiii(b) of the order are not applicable to the Company.

4. In our opinion and according to the information and explanations given to us thecompany has complied with the provisions of section 185 and 186 of the Companies Act 2013in respect of granting of loans making investments and providing guarantees andsecurities as applicable.

5. The Company has not accepted any deposits from the public covered under section 73to 76 of the Companies Act 2013. No order has been passed by the Company Law Board orNational Company Law Tribunal or Reserve Bank of India or any other Tribunal.

6. As per information & explanation given by the management maintenance of costrecords has not been prescribed by the Central Government under sub-section (1) of section148 of the Act.

7. (a) According to the records of the company undisputed statutory dues includingProvident Fund Investor Education and Protection Fund Employees' State InsuranceIncome-tax Sales-tax Wealth Tax Service Tax Custom Duty Excise Duty Goods &Service Tax cess to the extent applicable and any other statutory dues have generallybeen regularly deposited with the appropriate authorities. According to the informationand explanations given to us there were no outstanding statutory dues as on 31st March2020 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us there are no amountspayable in respect of income tax wealth tax service tax sales tax goods & servicetax customs duty and excise duty which have not been deposited on account of anydisputes.

8. Based on our audit procedures and on the information and explanations given by themanagement we are of the opinion that the Company has not defaulted in repayment of duesto a financial institution bank or debenture holders.

9. Paragraph 3 (ix) of the order is not applicable as the company has not raised anymoney by way of initial public offer or further public offer during the year.

10. Based upon the audit procedures performed for the purpose of reporting the true andfair view of the financial statements and according to the information and explanationsgiven by the management we report that no material fraud by the Company or on the Companyby the officers and employees of the Company has been noticed or reported during theperiod.

11. According to the information and explanations given to us and based on the ourexamination of the records of the company the company has paid/provided for managerialremuneration in accordance with the requisite approvals mandated by the provisions ofsection 197 read with Schedule V to the Act.

12. In our opinion the Company is not a nidhi company. Therefore the provisions ofclause 3(xii) of the Order are not applicable to the Company and hence not commented upon.

13. According to the information and explanations given by the management transactionswith the related parties are in compliance with section 177 and 188 of the Act whereapplicable and the details have been disclosed in the notes to the financial statementsas required by the applicable accounting standards.

14. According to the information and explanations given to us and on an overallexamination of the balance sheet the Company has not made any preferential allotment orprivate placement of shares or fully or partly convertible debentures during the year andhence reporting requirements under clause 3(xiv) are not applicable to the Company andnot commented upon.

15. According to the information and explanations given by the management the Companyhas not entered into any non-cash transactions with directors or persons connected withhim. Accordingly paragraph 3(XV) of the order is not applicable.

16. According to the information and explanations given to us we report that theCompany is not required to be registered under section 45-IA of the Reserve Bank of IndiaAct 1934.

For KHANDELWAL& JHAWER

Chartered Accountants

FRN: 003923C

CA. Anil K. Khandelwal

Proprietor

M. No.072124

Place: Indore

Date: 29.06.2020

ANNEXURE - B TO THE AUDITORS' REPORT

REPORT ON THE INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS UNDERCLAUSE (I) OF SUB-SECTION 3 OF SECTION 143 OF THE COMPANIES ACT 2013 ("THEACT")

We have audited the internal financial control over financial reporting of WORTHPERIPHERALS LIMITED (hereinafter referred to as ‘the company')as of 31st March2020 in conjunction with our audit of the Ind AS financial statements of the Company forthe year ended on that date.

MANAGEMENT'S RESPONSIBILITY FOR INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIALSTATEMENTS

The Respective Board of Directors of the Company are responsible for establishing andmaintaining Internal Financial Controls with reference to Financial Statements based onthe 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 with reference to Financial Statements over FinancialReporting issued by the Institute of Chartered Accountants of India (‘ICAI'). Theseresponsibilities include the design implementation and maintenance of adequate InternalFinancial Controls with reference to Financial Statements that were operating effectivelyfor ensuring 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.

AUDITORS' RESPONSIBILITY

Our responsibility is to express an opinion on the Company's Internal FinancialControls with reference to Financial Statements over financial reporting based on ouraudit. We conducted our audit in accordance with the Guidance Note on Audit of InternalFinancial Controls with reference to Financial Statements over Financial Reporting (the"Guidance Note") and the Standards on Auditing issued by ICAI and deemed to beprescribed under section 143(10) of the Companies Act 2013 to the extent applicable toan audit of Internal Financial Controls with reference to Financial Statements bothapplicable to an audit of Internal Financial Controls with reference to FinancialStatements and both issued by the Institute of Chartered Accountants of India. ThoseStandards and the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequate InternalFinancial Controls with reference to Financial Statements over financial reporting wasestablished and maintained and if such controls operated effectively in all materialrespects.

Our audit involves performing procedures to obtain audit evidence about the adequacy ofthe Internal Financial Controls with reference to Financial Statements system overfinancial reporting and their operating effectiveness. Our audit of Internal FinancialControls with reference to Financial Statements over financial reporting includedobtaining an understanding of Internal Financial Controls with reference to FinancialStatements over financial reporting assessing the risk that a material weakness existsand testing and evaluating the design and operating effectiveness of internal controlbased on the assessed risk. The procedures selected depend on the auditor's judgmentincluding the assessment of the risks of material misstatement of the financialstatements 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 withreference to Financial Statements system over financial reporting.

MEANING OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS OVERFINANCIAL 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 Ind AS financial statements for external purposes in accordance withgenerally 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 Ind ASfinancial statements in accordance with generally accepted accounting principles and thatreceipts and expenditures of the company are being made only in accordance withauthorizations of management and directors of the company; and (3) provide reasonableassurance regarding prevention or timely detection of unauthorized acquisition use ordisposition of the company's assets that could have a material effect on the Ind ASfinancial statements.

INHERENT LIMITATIONS OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIALSTATEMENTS OVER FINANCIAL REPORTING

Because of the inherent limitations of Internal Financial Controls with reference toFinancial Statements over financial reporting including the possibility of collusion orimproper management override of controls material misstatements due to error or fraud mayoccur and not be detected. Also projections of any evaluation of the Internal FinancialControls with reference to Financial Statements over financial reporting to future periodsare subject to the risk that the internal financial control over financial reporting maybecome inadequate because of changes in conditions or that the degree of compliance withthe policies or procedures may deteriorate.

OPINION

In our opinion the Company have in all material respects an adequate InternalFinancial Controls with reference to Financial Statements system over financial reportingand such Internal Financial Controls with reference to Financial Statements over financialreporting were operating effectively as at 31st March 2020 based on the internal controlover financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls with reference to Financial Statements Over Financial Reporting issued by theInstitute of Chartered Accountants of India.

For KHANDELWAL& JHAWER

Chartered Accountants

FRN: 003923C

CA. Anil K. Khandelwal

Proprietor M. No.072124

Place: Indore

Date: 29.06.2020

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