Independent Auditors Report on the Quarterly and Year to Date Audited Standalone
Financial Results of the Company pursuant to the Regulation 33 of the SEBI (Listing
Obligation and Disclosure Requirements) Regulation, 2015.
To,
THE BOARD OF DIRECTORS
IND-AGIV COMMERCE LIMITED
Report on the Standalone Indian AS Financial Statements
We have audited the accompanying Quarterly and Year to Date Standalone Ind AS Financial
Statements of IND-AGIV COMMERCE LIMITED ("the Company"), which comprise the
Balance Sheet as at March 31, 2022, the Statement of Profit and Loss (including Other
Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for
the year then ended, and a summary of significant accounting policies and other
explanatory information.
Managements Responsibility for the Standalone AS Financial Statements
The Companys Board of Directors are responsible for the matters stated in Section
134(5) of the Companies Act 2013 ("the Act") with respect to preparation of
these Standalone Ind AS Financial Statements to give a true and fair view of the financial
position, financial performance (including other comprehensive income), cash flows and
changes in equity of the Company in accordance with the accounting principles generally
accepted in India, including the Indian Accounting standards specified in the Companies
(Indian Accounting Standards) Rules, 2015 (as amended) 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 Standalone Ind AS Financial
Statements that give a true and fair view and are free from material misstatement, whether
due to fraud or error.
In preparing the Statement, the Board of Directors are 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 the Board
of Directors either intend to liquidate the Company or to cease operations, or has no
realistic alternative but to do so.
Auditors Responsibility for the Standalone AS Financial Statements
Our responsibility is to express an opinion on these Standalone Ind AS Financial
Statements based on our audit.
We have taken into account the provisions of the Act and the Rules made there under
including the accounting and auditing standards and matters which are required to be
included in the audit report under the provisions of the Act and the Rules made there
under.
We conducted our audit of the Standalone Ind AS Financial Statements in accordance with
the Standards on Auditing specified under Section 143(10) of the Act and other applicable
authoritative pronouncements issued by the Institute of Chartered Accountants of India.
Those standards and pronouncements require that we comply with ethical requirements and
plan and perform the audit to obtain reasonable assurance about whether the Standalone Ind
AS Financial Statements are free from material misstatement. An audit involves performing
procedures to obtain audit evidence about the amounts and disclosures in the Standalone
Ind AS Financial Statements. The procedures selected depend on the auditors judgment,
including the assessment of the risks of material misstatement of the Standalone Ind AS
Financial Statements, whether due to fraud or error. In making those risk assessments, the
auditor considers internal financial control relevant to the Companys preparation of the
Standalone Ind AS Financial Statements that give a true and fair view, in order to design
audit procedures that are appropriate in the circumstances. An audit also includes
evaluating the appropriateness of accounting policies used and the reasonableness of the
accounting estimates made by the Companys Directors, as well as evaluating the overall
presentation of the Standalone lnd AS Financial Statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our audit opinion on the Standalone Ind AS Financial Statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our audit opinion on the standalone Ind AS financial statements.
Basis of Forming an Opinion
1. The Company has sold its Land & Building located at Turbhe, Navi Mumbai
for Rs.805/- lakhs and has proportionately reduced its credit facility of Axis Bank.
2. The Company has impaired an amount of Rs.18,85,843/- receivable as EMD /
Security Deposit from its debtors. The Company has no security for this debt. On the basis
that no security has been obtained and no revenue / cash has been generated during the
financial year, the Company has made provision for impairment of Rs.18,85,843/- reducing
profit before taxation for the year and net assets at 31 March, 2022 by that amount.
3. The Company has impaired an amount of Rs.26,56,455/- receivable as loans
& advances. The Company has no performance assurance for these advances. On the basis
that ho performance assurance has been obtained, the Company has made provision for
impairment of Rs.26,56,455/-, reducing profit before taxation for the year and net assets
at 31 March, 2022 by that amount.
4. The Companys recorded turnover at Bangalore branch comprises of retail /
exhibition sales, over which we rely on management for internal control for the purpose of
our audit. There were no other satisfactory audit procedures that we could adopt to
satisfy ourselves that the recorded turnover was free from material misstatements.
However, management has assured us that there is no material misstatement.
5. The pilot projects could not be commissioned post Covid-19 pandemic as the
guarantees & warranties of the stock held on sites for pilot projects have expired.
The Company could not verify the stock for pilot projects lying at various sites. However,
we were informed that the management of the Company has obtained list of inventory of the
stock lying at sites from the respective project manager/site supervisor / clients. We
were further informed that the management of the Company is under discussions/negotiations
with the OEM for replacement of the stock whose guarantees & warranties have expired
in order to commission the pending pilot projects. It is not possible for us to perform
alternative audit procedures or to obtain sufficient & appropriate audit evidence in
relation to material inventory balances held on sites.
Management has stated the inventories at cost. We are informed that the net realizable
value of the inventory is lower than the cost. In the absence of any alternative audit
procedures to obtain sufficient & appropriate audit evidence in relation to valuation
of material held in stock or at sites, we are unable to comment of the impact on the
financials.
Opinion
In our opinion and to the best of our information and according to the explanations
given to us, the aforesaid Standalone Ind AS Financial Statements give the information
required by the Act in the manner so required and give a true and fair view in conformity
with the accounting principles generally accepted in India –
i. In case of the Balance Sheet, of the state of affairs of the Company as of
March 31,
2022; ii. In case of statement of Profit and Loss (comprising of other
comprehensive income) of the profit for the year ended on that date and iii. In
case of the Cash Flow Statement, of the cash flows for the year ended on that date.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors Report) Order, 2016, issued by the
Central Government of India, in terms of section 143(11) of the Act ("The
Order"), and on the basis of such checks of the books and records of the Company as
we considered appropriate and according to the information and explanations given to us,
we give in the Annexure B statement on the matters specified in paragraphs 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 best of our knowledge and belief were necessary for the purpose 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 (including other
comprehensive income) and the Cash Flow Statement and the Statement of Changes in Equity
dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid standalone 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 written representations received from the directors as on
March 31, 2022 taken on record by the Board of Directors, none of the directors is
disqualified as on March 31, 2022 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 A". Our report expresses an unmodified
opinion on the adequacy and operating effectiveness of the companys financial controls
over financial reporting.
g) With respect to 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 has made provision, as required under the applicable law or
accounting standards, for material foreseeable losses, if any, on long term contracts
including derivative contracts and ii. There has been no delay in transferring
amounts, if required to be transferred, to the Investor
Education and Protection Fund by the Company.
Annexure "A" to Independent Auditors Report on the Standalone Financial
Statements of "IND-AGIV COMMERCE LIMITED" of even date
Annexure referred to in paragraph 1 under the heading "Report and Other Legal
Regulatory Requirements" of Independent Auditors Report of even date to the
Consolidated Ind AS Financial Statements as of and for the year ended March 31, 2022.
Report on the Internal Financial Controls under section 143(3) (i) of the Companies
act, 2013 ("the Act")
We have audited the internal financial controls over financial reporting of
"IND-AGIV COMMERCE LIMITED" ("the Company") and its subsidiary which
is incorporated in India as of March 31, 2022 in conjunction with our audit of the
Consolidated Ind AS Financial Statements of the Company for the year ended on that date.
MANAGEMENTS REPONSIBILITY 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 (the
"Guidance Note") issued by the Institute of Chartered Accountants of India.
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 FOR INTERNAL FINANCIAL CONTROLS
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 Notes") issued by the Institute of Chartered Accountants of India
and the Standards on Auditing 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 ICAI.
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 and 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 my/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) Pertains to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the
Company;
(2) Provides 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) Provides 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, projection 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.
DISCLAIMER OF OPINION
According to information and explanation given to us, and based on our audit of the
Company and its subsidiary which is incorporated of India of the internal financial
control over financial reporting in the current financial year to cover the essential
components of Internal controls stated in Guidance Note on Audit of internal Financial
controls over Financial Reporting issued by ICAI are not commensurate to the size of the
Company.
The Company needs to appoint an internal auditor for the purpose of carrying out
Internal Audit of the areas required to be covered as per the Guidance Note on Audit of
Internal Financial Controls over Financial Reporting reports that the internal controls
operating in the company that commensurate to the size of the Company.
We have considered the disclaimer report above in determining the nature, timing and
extent of audit tests applied in our audit of consolidated financial statements of the
Company, and the disclaimer does not affect our opinion on the consolidated financial
statements of the company and its subsidiary which is incorporated of India.
For S. Dedhia & Co.
Chartered Accountants F.R.N. 117695W
CA Sandeep Dedhia
Proprietor M. No. 102606
UDIN: 22102606AKVICI7723 Date: 13th June 2022 Place: Mumbai
Annexure "B" to Independent Auditors Report on the Standalone Financial
Statements of "IND-AGIV COMMERCE LIMITED" of even date
Annexure referred to in paragraph 1 under the heading "Report and Other Legal
Regulatory Requirements" of Independent Auditors Report of even date to the Ind AS
financial statements as of and for the year ended March 31, 2022.
Sr. Particulars No.
(i) In Respect of Fixed Assets
The Company is maintaining proper records showing full particulars including
quantitative details and situation of fixed assets;
These fixed assets have been physically verified by the management at reasonable
intervals in accordance with regular programme of verification. According to the
information and explanation given to us, no material discrepancies were noticed on such
verification;
The immoveable properties are held in the name of the Company. (ii) In Respect of its
Inventory
The inventory held by the Company has been physically verified by the management during
the year. However inventory for pilot projects lying at various sites could not be
verified, though a list of inventory has been obtained from the respective project
manager/site supervisor/clients
Management has stated the inventories at cost. We are informed that the net realizable
value of the inventory is lower than the cost.
In the absence of any alternative audit procedures to obtain sufficient &
appropriate audit evidence in relation to material inventory balances held and valuation
thereof, we are unable to comment of the impact on the financials. (iii) According to the
information and explanations given to us, the Company has not
(ii) granted any loans secured or unsecured to companies, firms, Limited Liability
Partnerships or other parties, during the year covered in the register maintained u/s 189
of the Companies Act, 2013.
(iv) According to the information and explanations given to us, the Company has
complied with the provisions of section 185 and 186 of the Companies Act, 2013 in respect
of the loans and investments made and guarantees and security provided by it.
(v) According to the information and explanations given to us, the Company has not
accepted any deposits during the year
(vi) According to the information and explanations given to us, the Central Government
has not prescribed maintenance of cost records under section 148(1) of the Companies Act,
2013. (vii) In Respect of Statutory Dues
The Company is generally regular in depositing undisputed statutory dues including
provident fund, employees state insurance, income tax, gst, sales tax, duty of customs,
value added tax, and any other statutory dues with the appropriate authorities There were
no undisputed amounts payable in respect of provident fund, employees state insurance,
income tax, gst, sales tax, duty of customs, value added tax, cess and any other statutory
dues In arrears as at March 31, 2022 for period more than six months from the date they
became payable.
(viii) The Company has not defaulted in repayment of loans or borrowings to a financial
institutions, bank, government or dues to debenture holders
(ix) The Company has not raised moneys by way of initial public offer or further public
offer (including debt instruments) and term loans during the year. (x) According to the
information and explanations given to us, we have not noticed or
reported any fraud by the company or any fraud on the Company by its officers,
employees during the year.
(xi) The Company is a Holding Company of its 100% subsidiary, RST Technologies Private
Limited; hence the managerial remuneration has been provided in accordance with the
requisite approvals mandated by the provisions of section 197 with Schedule V of the
Companies Act (xii) As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are
not applicable to it, the provisions of Clause 3
(xii) of the Order are not applicable to the Company.
(xiii) According to the information and explanations given to us, all transactions with
the related parties are in compliance with section 177 and 188 of the Companies Act, 2013
where applicable and the details have been disclosed in the financial statements etc. as
required by the applicable accounting standards and the terms and conditions are not
prejudiced in the interest of the Company.
(xiv) According to the information and explanations given to us, the Company has not
made any preferential allotment or private placement of shares or fully or partly
convertible debentures during the year under review
(xv) According to the information and explanations given to us, the Company has not
entered any non-cash transactions with directors or persons connected with him and the
provisions of section 192 of Companies Act, 2013 have been complied with.
(xvi) The Company is not required to be registered under Section 45-1A of the Reserve
Bank of India Act, 1934. Consequently, the provisions of Clause 3
(xvi) of the Order are not applicable to the Company.
For S. Dedhia & Co.
Chartered Accountants F.R.N. 117695W
CA Sandeep Dedhia
Proprietor M. No. 102606
UDIN: 22102606AKVICI7723
Date: 13th June 2022 Place: Mumbai
+91-9892691696
