<dhhead>INDEPENDENT AUDITOR’S REPORT </dhhead>
To the Members of Utique Enterprises Limited Report on the Audit of the
Financial Statements Opinion
We have audited the accompanying Financial Statements of Utique
Enterprises Limited ("the Company"), which comprise the Balance Sheet
as at March 31, 2023, the
Statement of Profit and Loss, including the statement of
Other Comprehensive Income, the Cash Flow Statement and the Statement
of Changes in Equity for the year then ended, and Notes to the Financial Statements,
including a summary of Significant Accounting Policies and other explanatory information
(hereinafter referred to as "Financial Statements").
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid Financial Statements give the information required
by the
Companies Act, 2013 ("the Act"), as amended, in the manner so
required and give a true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as at March, 31, 2023,
its loss including Other Comprehensive Income, its Cash Flows and the Statement of Changes
in Equity for the year ended on that date.
Basis for Opinion
We conducted our audit of the Financial Statement in accordance with
the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our
responsibilities under those Standards are further described in the "Auditor’s
Responsibilities for the Audit of the Financial Statements" section of our Report. We
are independent of the Company in accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India (ICAI) together with the ethical requirements
that are relevant to our audit of the
Financial Statements under the provisions of the Act and the Rules
thereunder, and we have fulfilled our other ethical responsibilities in accordance with
these requirements and the Code of Ethics. We believe that the audit evidence we have
obtained is sufficientand appropriate to provide a basis for our opinion on the Financial
Statements.
Emphasis of Matter
We draw attention to Note 35 of the accompanying Financial Statements
in relation to restatement of previous periods presented, to account for investment at
fair value in accordance with the principles of Fair Value Through Other
Comprehensive Income (FVTOCI) in compliance with Ind AS
109.
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 most significance in our audit of the
Financial Statements of the current period. These matters were
addressed in the context of our audit of the Financial Statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters. We
have determined that there are no key audit matters to communicate in our report for the
year ended March 31, 2023.
Information Other than the Financial Statements and Auditor’s
Report thereon
The Company’s Board of Directors is responsible for the other
information. The other information comprises the information included in the Annual report
but does not include the Financial Statements, and our Auditor’s Report thereon.
Our opinion on the Financial Statements do not cover the other
information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the Financial Statements, our
responsibility is to read the other information and, in doing so, consider whether such
other information is materially inconsistent with the Financial Statements or our
knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a
material misstatement of this other information, we are required to report that fact. We
have nothing to report in this regard.
Responsibilities of management for the Financial Statements
The Company’s Board of Directors is responsible for the matters
stated in Section 134(5) of the Act, with respect to the preparation of these Financial
Statements that give a true and fair view of the financial position, Financial performance
including Other Comprehensive Income, Cash Flows and the Statement of Changes in Equity of
the Company in accordance with the accounting principles generally accepted in India,
including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act
read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.
This responsibility also includes maintenance of adequate accounting
records in accordance with the provision of the Act for safeguarding the assets of the
Company and for preventing and detecting frauds and other irregularities; selection and
application of the appropriate accounting policies; making judgements and estimates that
are reasonable and prudent; and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the preparation and presentation of
the Financial Statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error. In preparing the Financial Statements,
management is responsible for assessing the Company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless management either intends to liquidate the Company or
to cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the
Company’s financial reporting process.
Auditor’s responsibilities for the audit of the Financial
Statements
Our objectives are to obtain reasonable assurance about whether the
Financial Statements as a whole are free from material misstatement, whether 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 audit conducted in
accordance with SAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions
of users taken on the basis of these Financial Statements.
As part of an audit in accordance with SAs, we exercise professional
judgment and maintain professional scepticism throughout the audit. We also:
? Identify and assess the risks of material misstatement of the
Financial Statements, whether due to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.
? Obtain an understanding of internal control relevant to the audit in
order to design audit procedures that are appropriate in the circumstances. Under Section
143(3)
(i) of the Act, we are also responsible for expressing our opinion on
whether the company has adequate internal financial controls with reference to Financial
Statements in place and the operating effectiveness of such controls.
? Evaluate the appropriateness of accounting policies used and the
reasonableness of accounting estimates and related disclosures made by management.
? Conclude on the appropriateness of management’s use of the going
concern basis of accounting and, based on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may cast significant doubt on the
Company’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the
related disclosures in the Financial Statements or, if such disclosures are inadequate, to
modify our opinion. Our conclusions are based on the audit evidence obtained up to the
date of our Auditor’s Report. However, future events or conditions may cause the
Company to cease to continue as a going concern.
? Evaluate the overall presentation, structure and content of the
Financial Statements, including the disclosures, and whether the Financial Statements
represent the underlying transactions and events in a manner that achieves fair
presentation.
We communicate with those charged with governance regarding, among
other matters, the planned scope and timing of the audit and significant audit findings,
including anysignificant in internal control that we identify during our audit. We
also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
Other Matter
The comparative financial information of the Company for the year ended
March 31, 2022 prepared in accordance with
Indian Accounting Standards, included in these financial statements,
have been audited by the predecessor auditor.
The Report of the predecessor Auditor on the comparative financial
information dated May 30, 2022 expressed an unmodified opinion.
Our opinion is not qualified in respect of this matter.
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
Act, we give in the Annexure ‘A’ a statement on the
matters 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 explanations which to the best of 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 the Company so far as it
appears from our examination of those books;
(c) The Balance Sheet, the Statement of Profit including Other
Comprehensive Income, the Statement of Changes in Equity and the Cash Flow Statement dealt
with by this Report are in agreement with the books of account; (d) In our opinion, the
aforesaid Financial Statements comply with the 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 representations received from the
directors as on March 31, 2023 taken on record by the Board of Directors, none of the
directors is disqualified as on March 31, 2023 from being appointed as a director in terms
of Section 164(2) of the Act; (f) With respect to the adequacy of the internal financial
controls with reference to Financial Statements and the operating effectiveness of such
controls, refer to our separate Report in Annexure ‘B’; (g) In our
opinion, the managerial remuneration for the year ended March 31, 2023 has been paid/
provided by the Company to its directors in accordance with the provisions of Section 197
read with Schedule V to the
Act;
(h) With respect to the other matters to be included in the
Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014
(as amended), in our opinion and to the best of our information and
according to the explanations given to us: i. The Company does not have any pending
litigations which would impact its financial position. ii. The Company did not have any
long-term contracts including derivative contracts for which there were any material
foreseeable losses.
iii. There were no amounts, which were required to be transferred to
the Investor Education & Protection Fund by the Company. iv. (a) The management has
represented that, to the best of its knowledge and belief, no funds have been advanced or
loaned or invested (either from borrowed funds or share premium or any other sources or
kind of funds) by the Company to or in any other persons or entities, including foreign
entities ("Intermediaries"), with the understanding, whether recorded in writing
or otherwise, that the Intermediary shall, whether, directly or indirectly, lend or invest
in other persons or entities identified in any manner whatsoever by or on behalf of the
Company ("Ultimate Beneficiaries") or provide any guarantee,
security or the like on behalf of the Ultimate Beneficiaries;
(b) The management has represented to us that, to the best of its
knowledge and belief, no funds have been received by the Company from any persons or
entities, including foreign entities ("Funding Parties"), with the
understanding, whether recorded in writing or otherwise, that the Company shall, whether,
directly or indirectly, lend or invest in other persons or entities identified in any
manner whatsoever by or on behalf of the Funding
Party ("Ultimate Beneficiaries") or provide any guarantee,
security or the like on behalf of the
Ultimate Beneficiaries; and
(c) Based on such audit procedures that we considered reasonable and
appropriate in the circumstances, nothing has come to our notice that has caused us to
believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided
under (a) and (b) above contain any material misstatement. v. The Company has not declared
and paid dividend during the current year. vi. Proviso to Rule 3(1) of the Companies
(Accounts)
Rules, 2014 for maintaining books of account using accounting software
which has a feature of recording audit trail (edit log) facility is applicable to the
Company with effect from April 1, 2023 and accordingly, reporting under Rule 11(g) of
Companies (Audit and Auditors) Rules, 2014 is not applicable for the
financial year ended March 31, 2023.
Annexure ‘A’ to Independent Auditor’s Report
Referred to in paragraph 1 under ‘Report on Other Legal and
Regulatory Requirements’ section of our Report of even date to the members of Utique
Enterprises Limited on the Financial Statements for the year ended March 31, 2023. i.
(a) (A) The Company has generally maintained proper records showing full particulars,
including quantitative details and situation, of Property, Plant and Equipment.
(B) The Company does not have Intangible Assets, therefore reporting
under this clause is not applicable.
(b) As explained to us, Property, Plant and Equipment of the Company
have been physically verified by the Management during the year, which in our opinion is
reasonable, having regard to the size of the Company and nature of its assets and no
material discrepancies have been noticed on such verification. (c) According to the
information and explanations given to us and the records examined by us, we report that,
the title deeds, comprising all the immovable properties (other than properties where the
Company is the lessee and the lease agreements are duly executed in favour of the lessee)
disclosed in the Financial Statements, are held in the name of the Company as at the
balance sheet date. (d) Based on the records examined by us and information and
explanation given to us by the Company, the Company has not revalued its Property, Plant
and Equipment (including Right of use assets) or intangible assets. Accordingly, the
reporting requirements of clause i(d) of paragraph 3 of the Order is not applicable to the
Company. (e) Based on the representation by the management and the information and
explanations furnished to us, no proceedings have been initiated on or are pending against
the Company for holding benami property under the Benami Transactions
(Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder. ii. (a)
According to information and explanation provided to us, the company carries out all its
trades with the recognized exchange. There are no physical stock lying with the company as
at March 31, 2023. The inventory as stock-in-trade is held with registered intermediaries
and these have been confirmed by the registered broker.
(b) Based on the records examined by us and information and
explanations given to us, the Company has not availed any facility from banks on the basis
of security of current assets. Accordingly reporting requirement of clause ii(b) of
paragraph 3 of the order is not applicable to the company. iii. Based on the
representation by the management and the information and explanations furnished to us,
during the year the Company has not made any loans or provided any guarantee or security
or granted any loans or advances in the nature of loans, secured or unsecured, to
companies, firms, Limited Liability Partnerships or any other parties. Accordingly
reporting requirement of
Clause iii(a), (b), (c), (d), (e), (f) of paragraph 3 of the order is
not applicable to the Company. iv. In our opinion and according to the information and
explanation given to us, the Company has not directly or indirectly advanced loan to the
persons covered under
Section 185 of the Act or given guarantees or securities in connection
with the loan taken by such persons and has complied with the provisions of Section 186 of
the
Act, in respect of investments, loans, guarantee or security given, as
applicable. v. In our opinion and according to the information and explanation given to
us, the Company has not accepted any deposits or amounts which are deemed to be deposits
from the public within the meaning of
Sections 73 to 76 of the Act and the Rules framed there under to the
extent applicable. Accordingly, reporting requirement of clause (v) of paragraph 3 of the
order is not applicable to the Company. vi. The Central Government has not
prescribed the maintenance of cost records under sub-section (1) of Section 148 of the Act
in respect of the activities undertaken by the Company. Accordingly, reporting requirement
of clause (vi) of paragraph 3 of the order is not applicable to the company. vii. (a)
According to the information and explanations given to us and the records of the Company
examined by us, in our opinion, the Company is generally regular in depositing undisputed
statutory dues, including provident fund, employees’ state insurance, sales tax,
income tax, service tax, duty of customs, duty of excise, value added tax, cess, goods
and services tax and other material statutory dues, as applicable, with the appropriate
authorities except few delay in payment of Professional Tax, Goods & Service Tax
(GST), these delays ranged from 2 days to 365 days.
There were no undisputed amounts payable in respect of Provident Fund,
Employees’ State
Insurance, Income-tax, Sales Tax, Goods and
Service tax, Duty of customs, Duty of excise, Value added tax, Cess and
Other Statutory Dues as applicable were outstanding, at the year end, for a period of more
than six months from the date they became payable.
(b) According to the information and explanations given to us and the
records of the Company examined by us, there are no statutory dues as referred to in
clause vii (a) above, which have not been deposited as on March 31, 2023 on account of any
dispute. viii. According to information and explanations given to us and the examination
of records of the Company, there were no transactions relating to previously unrecorded
income that were surrendered or disclosed as income during the year in the tax assessments
under the Income-tax Act, 1961. Accordingly reporting requirement of clause (viii) of
paragraph 3 of the order is not applicable to the Company. ix. Based on the examination of
records of the Company and information and explanation give to us, the Company has not
availed any loans from any lender. Accordingly, reporting requirement of clause (ix) of
paragraph 3 of the Order is not applicable to the Company. x. (a) In our opinion and
according to the information and explanation given to us, the Company has not raised any
money by way of initial public offer or further public offer (including debt instruments)
during the year. Accordingly, the reporting requirement of clause x(a) of paragraph 3 of
the Order is not applicable to the Company.
(b) In our opinion and according to the information and explanation
given to us, the Company during the year has not made any preferential allotment or
private placement of shares or fully or partly convertible debentures. Accordingly, the
reporting requirement of clause x(b) of paragraph 3 of the Order is not applicable to the
Company. xi. (a) Based on the audit procedures performed by us and according to the
information and explanation given to us, no fraud by the Company or no material fraud on
the Company has been noticed or reported during the year.
(b) According to the information and explanations given to us, no
report under sub-section (12) of
Section 143 of the Act has been filed by auditors in Form ADT-4 as
prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central
Government.
(c) As represented to us by the management, no whistle blower
complaints have been received by the Company during the year. xii. The Company is not a
Nidhi Company. Accordingly, the reporting requirement of clause (xii) of paragraph 3 of
the Order is not applicable to the Company. xiii. In our opinion and according to the
information and explanations given to us, the Company is in compliance with Sections 177
and 188 of the Act, where applicable, for all transactions with the related parties and
the details of related party transactions have been disclosed in the Financial Statements
etc. as required by the applicable Indian Accounting Standards. xiv. (a) In our opinion
and based on our examination, the Company has an internal audit system commensurate with
the size and nature of its business. (b) We have considered the internal audit reports of
the Company issued till date, for the period under audit. xv. According to the information
and explanation given to us during the year, the Company has not entered into any non-cash
transactions with its directors or persons connected with its directors. Accordingly, the
reporting requirement of clause (xv) of paragraph 3 of the Order is not applicable to the
Company.
xvi. (a) The Company is not required to be registered under Section
45-IA of the Reserve Bank of India Act, 1934. Accordingly, the reporting requirement of
clause xvi(a) of paragraph 3 the Order is not applicable to the Company.
(b) On the basis of examination of records and according to the
information and explanation given to us by the Company, the Company has not conducted
non-banking financial / housing finance activities during the year. Accordingly, the
reporting requirement of clause xvi(b) of paragraph 3 of the Order is not applicable to
the Company.
(c) In our opinion and according to the information and explanation
given to us, the Company is not a Core Investment Company (CIC) as defined in the
regulations made by the Reserve Bank of India.
Accordingly, the reporting requirement of clause xvi(c) of paragraph 3
of the Order is not applicable to the Company.
(d) As represented by the Management, the Group does not have any Core
Investment Company
(CIC) as part of the Group as per the definition of
Group contained in the Core Investment Companies
(Reserve Bank) Directions, 2016. Accordingly, the reporting requirement
of clause xvi(d) of paragraph 3 of the Order is not applicable to the Company. xvii. The
Company has incurred cash losses only during the immediately preceding financial year of
104.85 Lakhs but has not incurred any cash losses during the current financial year.
xviii. There has been no resignation of the statutory auditors during the year.
Accordingly, the reporting requirement of clause (xviii) of paragraph 3 of the order is
not applicable to the Company. xix. According to the information and explanations given to
us and on the basis of the financial ratios, ageing and expected dates of realisation of
financial assets and payment of financial liabilities, other information accompanying the
financial statements, our knowledge of the Board of Directors and management plans and
based on our examination of the evidence supporting the assumptions, nothing has come to
our attention, which causes us to believe that any material uncertainty exists as on the
date of the audit report that Company is not capable of meeting its liabilities existing
at the date of balance sheet as and when they fall due within a period of one year from
the balance sheet date. We, however, state that this is not an assurance as to the future
viability of the Company. We further state that our reporting is based on the facts up to
the date of the audit report and we neither give any guarantee nor any assurance that all
liabilities falling due within a period of one year from the balance sheet date will get
discharged by the Company as and when they fall due. xx. (a) Based on the examination of
records of the Company and according to the information and explanation given to us by the
Company, in respect of other than ongoing projects, there were no unspent amount that were
required to be transferred to a
Fund specified in Schedule VII in compliance with second proviso to
sub-section 5 of Section 135 of the Act.
(b) Based on the examination of records of the Company, and according
to the information and explanations given to us, in respect of ongoing projects there were
no unspent amount that were required to be transferred to special account in compliance
with provision of sub-section 6 of
Section 135 of the Act.
Annexure ‘B’ to Independent Auditor’s Report
Referred to in paragraph 2(f) under ‘Report on Other Legal and
Regulatory Requirements’ section of our report of even date to the members of Utique
Enterprises Limited on the Financial Statements for the year ended March 31, 2023
Report on the Internal Financial Controls with reference to Financial
Statements under clause (i) of sub-section 3 of Section 143 of the Act
We have audited the internal financial controls with reference to
Financial Statements of Utique Enterprises Limited ("the Company") as of
March 31, 2023 in conjunction with our audit of the 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 internal financial controls based on the internal control over financial
reporting criteria established by the Company considering the essential components of
internal control stated in the Guidance Note on Audit of Internal
Financial Controls ("the Guidance Note") with reference to
Financial Statements issued by the Institute of Chartered
Accountants of India ("ICAI"). These responsibilities include
the design, implementation and maintenance of adequate internal financial controls that
were operating effectively for ensuring the orderly and efficient conduct of its business,
including adherence to company’s policies, the safeguarding of its assets, the
prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records, and the timely preparation of reliable financial information, as
required under the Act.
Auditor’s Responsibility
Our responsibility is to express an opinion on the Company’s
internal financial controls with reference to these Financial
Statements based on our audit. We conducted our audit in accordance
with the Guidance Note and the Standards on
Auditing deemed to be prescribed under Section 143(10) of the Act to
the extent applicable to an audit of internal financial controls. Those Standards and the
Guidance Note require that we comply with ethical requirements and plan and perform the
audit to obtain reasonable assurance about whether adequate internal financial controls
with reference to these Financial Statements was established and maintained and if such
controls operated effectively in all material respects. Our audit involves performing
procedures to obtain audit evidence about the adequacy of the internal financial controls
with reference to these Financial Statements and their operating effectiveness. Our audit
of internal financial controls with reference to Financial Statements included obtaining
an understanding of internal financial controls reference to these Financial Statements,
assessing the risk that a material weakness exists, and testing and evaluating the design
and operating effectiveness of internal control based on the assessed risk. The procedures
selected depend on the auditor’s judgement, including the assessment of the risks of
material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the Company’s internal
financial controls reference to these Financial Statements.
Meaning of Internal Financial Controls with reference to these Financial
Statements
A company’s internal financial controls with reference these
Financial Statements is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of Financial Statements for
external purposes in accordance with generally accepted accounting principles. A
company’s internal financial controls with reference to these Financial Statements
includes those policies and procedures that (1) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of Financial Statements in
accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorisations of
management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorised acquisition, use, or disposition of the
company’s assets that could have a material effect on the
Financial Statements.
Inherent Limitations of Internal Financial Controls with reference to
these Financial Statements
Because of the inherent limitations of internal financial controls with
reference to these Financial Statements, including the possibility of collusion or
improper management override of controls, material misstatements due to error or fraud may
occur and not be detected. Also, projections of any evaluation of the internal financial
controls with reference to these Financial Statements to future periods are subject to the
risk that the internal financial controls with reference to these Financial Statements may
become inadequate because of changes in conditions, or that the degree of compliance with
the policies or procedures may deteriorate.
Opinion
In our opinion, to the best of our information and according to the
explanations given to us, the Company has, in all material respects, an adequate internal
financial controls with reference to these Financial Statements and such internal
financial controls with reference to these Financial
Statements were operating effectively as at March 31,
2023, based on the internal control over financial reporting criteria
established by the Company considering the essential components of internal control stated
in the Guidance Note issued by the ICAI.
+91-9892691696
