ema india ltd Auditors report


To

TO THE MEMBERS OF EMA INDIA Limited Report on the audit of the financial statements Opinion

We have audited the accompanying financial statements of EMA India Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2023, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and Notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

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 (‘Act) 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 for the year ended on that date.

Basis for opinion

We conducted our audit in accordance with the standards on auditing specified under section 143 (10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the auditors 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 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 sufficient and appropriate to provide a basis for our opinion.

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.

Sr No.

Key Audit Matters

Auditors Response

1.

Going Concern Assumption

We considered this matter to be one of most significance in our audit as company is not generating any revenue from operation in current year as well as last year, Company is also having negligible inventory, which also remain consistent during the year. Also, as company has incurred losses in current financial year due to which net worth of company became Negative. In past company is in export trade, as export business of company is closed company is facing certan difficulty in its operation. Company has increased its Authorised capital, which shows intent of management to carry on its business. Also, company in its board meeting dated passes resolution stating future prospects for company.

Information other than the financial statements and auditors report thereon

The Companys board of directors is responsible for the preparation of the other information. The other information comprises the information included in the Boards Report including Annexures to Boards Report, Business Responsibility Report but does not include the financial statements and our auditors report thereon.

Our opinion on the financial statements does 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 the other information is materially inconsistent with the standalone financial statements or our knowledge obtained during the course of our 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.

Managements responsibility for the financial statements

The Companys board of directors are 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 and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the accounting standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments 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 statement 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 Companys 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.

The board of directors are also responsible for overseeing the Companys financial reporting process.

Auditors 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 auditors 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 j udgment and maintain professional skepticism 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 Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system 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 managements 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 Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors 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 auditors 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 any significant deficiencies 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. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on other legal and regulatory requirements

As required by the Companies (Auditors 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", a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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 and loss and cashflow 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 rule 7 of the Companies (Accounts) Rules, 2014;

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 over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in "Annexure B"; and

g) With respect to the other matters to be included in the Auditors Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, 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; and

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

For M/s Rishabh & Co.

Chartered Accountants Firm Registration No.: 010915C

Place of Signature: Kanpur

Sd/- Date: 26/05/2023

CA Utkarsh Singh (Partner)

UDIN: 23451284

Rishabh & Co. 16/77-A, Civil Lines

Chartered Accountant Kanpur - 208001

ANNEXURE - A TO INDEPENDENT AUDITORS REPORT

The Annexure referred to in Independent Auditors Report to the member of EMA India Ltd. on the financial statements for the year ended 31st March 2023, we report that:

(i) (a) (A) The Company has maintained proper records showing full particulars including its fixed assets;

(B) The company is not having any Intangible Asset therefore this clause in not applicable;

(b) The company is having Lease Hold land which is physically verified by the management

in a periodical phased manner which in our opinion is reasonable, as informed to us no material discrepancies were noticed on such verification;

(c) The company is having lease hold land of which title deeds are in the name of company;

(d) The company has not revalued any property, plant and equipment therefore this clause in not applicable;

(e) No such proceedings are initiated or pending against company therefore this clause in not applicable;

(ii) (a) The company is having Inventory which have been physically verified by the management in a periodical

phased manner which in our opinion is reasonable, as informed to us no material discrepancies were noticed on such verification;

(b) The company has not been sanctioned any working capital limits from banks and financial institutions on the basis of security of current assets at any point during the year therefore this clause in not applicable;

(iii) The company is not having any Investments therefore this clause in not applicable, -

(i) The company has not given any loans and advances therefore this clause in not applicable -

(A) The company has not given any loans and advances therefore this clause in not applicable;

(B) The company has not given any loans and advances therefore this clause in not applicable;

(ii) The company has not made any investments or provided any guarantees or security therefore this clause in not applicable,

(iii) The company has not given any loans and advances therefore this clause in not applicable;

(iv) The company has not given any loans and advances therefore this clause in not applicable;

(v) The company has not taken any loans and advances therefore this clause in not applicable;

(vi) The company has not taken any loans and advances therefore this clause in not applicable;

(iv) The provisions of sections 185 and 186 of the Companies Act is not applicable as company has not made any investments;

(v) The Company has not accepted any deposits or amounts which are deemed to be deposits, therefore the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act are not applicable.

(vi) As per Order made by the Central Government under sub-section (I) of Section 148 of the Act for the maintenance of cost records. We are of the opinion that this clause is not applicable to the company.

(vii) (a) The company is regular in depositing undisputed statutory dues including Goods and Services Tax, 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.

(b) As company is regular in depositing statutory dues referred to in sub-clause (a) therefore this clause in not

applicable;

(viii) There is no such transactions which are not recorded in the books of account have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961), therefore this clause is not applicable;

(ix) (a)The company has not defaulted in repayment of loan or other borrowing or payment of interest to lenders. (b)The company is not declared a willful defaulter by any bank or financial institution or other lender;

(c) The company has not taken any term loans therefore this clause is not applicable;

(d) The Company has not raised any funds on short term basis therefore this clause is not applicable;

(e) The company has not taken any funds from any entity or person on account of or to meet the obligations of its

subsidiaries, associates or joint ventures therefore this clause is not applicable;

(f) The company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures

or associate companies therefore this clause is not applicable;

(x) (a) The company has not raised any moneys by way of initial public offer or further public offer (including debt instruments) during the year this clause is not applicable;

(b) The company has not made any preferential allotment or private placement of shares or convertible debentures (fully, partially or optionally convertible) during the year therefore the requirements of section 42 and section 62 of the Companies Act, 2013 is not applicable;

(xi) (a) There is no fraud by the company or any fraud on the company has been noticed or reported during the year therefore this clause is not applicable;

(b) There is no fraud by the company or any fraud on the company has been noticed or reported during the year therefore this clause is not applicable;

(c) There is no fraud by the company or any fraud on the company has been noticed or reported during the year therefore this clause is not applicable;

(xii) (a) As this company is not Nidhi Company therefore this clause is not applicable;

(b) As this company is not Nidhi Company therefore this clause is not applicable;

(c) As this company is not Nidhi Company therefore this clause is not applicable;

(xiii) The company has not entered into transactions with the related parties therefore compliance with sections 177 and 188 of Companies Act is not applicable;

(xiv) (a) The company have applicability of an internal audit system which commensurate with the size and nature of its business;

(b) The reports of the internal auditor for the period under audit was considered.

(xv) The company has not entered into any non-cash transactions with directors or persons connected with him so the provisions of section 192 of Companies Act is not applicable;

(xvi) (a) The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934) therefore this clause is not applicable.

(b) The company has not conducted any Non-Banking Financial or Housing Finance activities without a valid Certificate of Registration (CoR) from the Reserve Bank of India as per the Reserve Bank of India Act, 1934;

(c) The company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India, therefore this clause is not applicable;

(d) The company is not a Core Investment Company (CIC) therefore this clause is not applicable;

(xvii) The company has closed down its operations.

(xviii) There has been no resignation of the statutory auditors during the year;

(xix) 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, the auditors knowledge of the Board of Directors and management plans, The auditor is of the opinion that no material uncertainty exists as on the date of the audit report that company is 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;

(xx) (a) whether, in respect of other than ongoing projects, the company has not transferred any unspent amount to a Fund specified in Schedule VII to the Companies Act within a period of six months of the expiry of the financial year in compliance with second proviso to sub-section (5) of section 135 of the said Act;

(b) There is no remaining amount unspent under sub-section (5) of section 135 of the Companies Act, therefore this clause is not applicable;

(xxi) There have been no qualifications or adverse remarks by the auditor in the Companies (Auditors Report) Order

(CARO) reports of the group companies

For M/s Rishabh & Co.

Chartered Accountants Firm Registration No.: 010915C

Place of Signature: Kanpur

Sd/- Date: 26/05/2023

CA Utkarsh Singh (Partner)

UDIN: 23451284

Annexure-B to the Auditors Report

Annexure referred to in paragraph f of our report of even date to the members EMA India Limited for the year ended 31st March 2023

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act") We have audited the internal financial controls over financial reporting of "EMA India Limited" ("the Company") as of 31st March 2023 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Managements Responsibility for Internal Financial Controls

The Companys 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 over Financial Reporting 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 companys 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 Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial 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 and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting 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 system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, 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 auditors judgment, 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 Companys internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A companys internal financial control over financial reporting 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 companys internal financial control over financial reporting 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 authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, 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 over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting 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, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March 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 on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For M/s Rishabh & Co.

Chartered Accountants Firm Registration No.: 010915C

Place: Kanpur Date: 26/05/2023 Sd/-

CA Utkarsh Singh (Partner)

UDIN: 23451284