To,
The Members of
JSL INDUSTRIES LIMITED
Report on the Audit of the Financial statements
Opinion
We have audited the financial statements of JSL Industries Limited ("the
company”), which comprise the Balance Sheet as at 31st March, 2023, the
Statement of Profit and Loss (including Other Comprehensive Income), the statement of
changes in equity and the statement of cash flows and for the year ended on that date, 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 ("the 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 31st March, 2023 and its profit, total
comprehensive income, changes in equity and its cash flows for the year ended on that
date.
Basis for Opinion
We conducted our audit of the financial statements in accordance with the Standards on
Auditing (SAs) 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 (ICAI) together with the ethical requirements that are
relevant to our audit of the financial statements under the provisions of the Companies
Act, 2013 and the Rules made thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the ICAIs Code of Ethics. We
believe that the audit evidence obtained by us is sufficient and appropriate to provide a
basis for our audit opinion on the financial statements.
Managements Responsibility for the Financial Statements
The Companys Board of Directors is responsible for the matters stated in section
134(5) of the Companies Act, 2013 ("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 changes in
equity of the Company in accordance with the accounting principles generally accepted in
India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of
the Act read with relevant rules issued thereunder.
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 the 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 control, 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
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.
Those Board of Directors are also responsible for overseeing the Companys financial
reporting process.
Auditors Responsibility for the Audit of 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 thesefinancial statements.
As part of an audit in accordance with SAs, we exercise professional judgment 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 financial 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 expressing our opinion that 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 the 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.
Report on other Legal and Regulatory Requirements
1. As required by the Companies (Auditors Report) Order, 2020 ("the Order”)
issued by the Central
Government in terms of Section 143(11) of the Act, we give in "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 and Loss, the Statement of Cash flows
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 relevant rules issued
thereunder.
(e) On the basis of written representations received from the Directors as on 31st
March, 2023 taken on record by the Board of Directors, none of the Directors is
disqualified as on 31st March, 2023 from being appointed as a director in terms
of Section 164(2) of the Act;
(f) With respect to the adequacy of the interrespect 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”.
(g) With respect to the other matters to be included in the Auditors Report in
accordance with the requirements of section 197(16) of the Act, as amended:
In our opinion and to the best of our information and according to the explanations
given to us, the remuneration paid by the Company to its directors during the year is in
accordance with the provisions of section 197 of the Act.
(h) 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 has disclosed the impact of pending litigations on its financial
position in its financial statements -Refer Note No. 33 to the Financial Statements.
ii. The Company did not have any long-term contracts including derivatives contracts
for which there were any material foreseeable losses.
iii. There has been no delay in transferring amounts, required to be transferred, to
the Investor Education and Protection Fund by the Company.
iv. The Management has represented that, to the best of its knowledge and belief, other
than as disclosed in the notes to the accounts, no funds (which are material either
individually or in the aggregate) 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 person(s) or entity(ies), 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;
v. The management has represented, that, to the best of its knowledge and belief, other
than as disclosed in the notes to the accounts, no funds (which are material either
individually or in the aggregate) have been received by the company from any person(s)
or entity(ies), 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;
vi. Based on audit procedures that have been considered reasonable and appropriate in
the circumstances, nothing has come to our notice that has caused them to believe that the
representations under clause (iv) and (v) contain any material misstatement.
vii. The Company has not declared and paid Equity Dividend for the FY 2022-23. The
Company declares and pays dividend on the preference shares in Indian Rupees. Dividend
proposed by the Board of Directors is subject to approval of the shareholders at the
ensuing Annual General Meeting under Section 123 of Companies Act, 2013.
For Talati & Talati LLP |
Chartered Accountants |
(FRN: 110758W/W100377) |
CA. Manish A. Baxi |
Partner |
M. No.: 045011 |
UDIN: 23045011BRGRIST4105 |
Place : Vadodara |
Date : 25/05/2023 |
“ANNEXURE - A” TO INDEPENDENT AUDITORS REPORT
The annexure referred to in paragraph 1 under "Report on Other Legal and
Regulatory Requirements”
section of our Independent Auditors Report, of even date, to the financial statements
of JSL
INDUSTRIES LIMITED for the year ended 31st March 2023, we report that:
(i) (a) (A) The Company has maintained proper records showing full particulars,
including
quantitative details and situation of Property, Plant and Equipment.
(B) The Company has maintained proper records showing full particulars of Intangible
assets.
(b) As explained to us, Property, Plant and Equipment have been physically verified by
the management in a phased periodical manner, which in our opinion is reasonable, having
regard to the size of the Company and nature of its assets. No material discrepancies were
noticed on such physical verification as compared with the available records.
(c) According to the information and explanations provided to us and the records
produced before us and based on the examination of the registered sale deed/ conveyance
deed (other than properties where the company is the lessee and the lease agreements are
duly executed in favour of the lessee), we report that, the title deeds, comprising the
immovable properties of land and buildings which are freehold, are held in the name of the
Company, as at the balance sheet date.
(d) According to information and explanations given to us and books of account and
other records produced before us, Company has not revalued its Property, Plant and
Equipment or intangible assets or both during the year.
(e) According to information & explanations and representation made to us by the
management, no proceedings have been initiated or are pending against the Company for
holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of
1988) and rules made thereunder.
(ii) (a) The management has conducted physical verification of inventory at reasonable
intervals
during the year. In our opinion the coverage and the procedure of such verification by
the management is appropriate. Discrepancies of 10% or more in aggregate for each class of
inventory were not noticed on such physical verification.
(b) According to the information and explanations given to us, the Company has not
sanctioned any working capital limits in excess of Rs. 5 crores, in aggregate, at points
of time during the year, from banks or financial institutions, hence reporting under this
clause is not applicable to the Company.
(iii) During the year The Company has not made investments in, not provided any
guarantee or security or granted any loans or advances in the nature of loans (except
employee advances), secured or unsecured, to companies, firms, Limited Liability
Partnerships or any other parties. Therefore, the requirements of sub-clause (a), (b),
(c), (d), (e) and (f) of clause (iii) are notapplicable to the Company.
(iv) During the year, the company has not given loans, investments, guarantees and
security under provision of section 185 and 186 of the Companies Act, 2013. Therefore, the
requirements of clause (iv) is not applicable to the Company.
(v) The Company has not accepted any deposits or amounts which are deemed to be
deposits within the meaning of provisions of sections 73 to 76 or any other relevant
provisions of the Act and the rules framed there under. Therefore, the clause (v) of
paragraph 3 of the Order is not applicable to the Company.
(vi) We have broadly reviewed the cost records maintained by the Company pursuant to
the Companies (Cost Records and Audit) Rules, 2014 prescribed by the Central Government
under Section 148(1) of the Act, as applicable and are of the opinion that, prima facie,
the prescribed accounts and records have been maintained. We have, however, not made a
detailed examination of the cost records with a view to determine whether they are
accurate or complete.
(vii) (a) The Company has generally been regular in depositing undisputed statutory
dues, including
Provident Fund, Income Tax, Customs Duty, Cess, Goods and Service Tax and any other
statutory dues with the appropriate authorities. According to the information and
explanations given to us, no undisputed amounts payable in respect of such statutory dues
were outstanding as at 31st March, 2023 for a period of more than six months
from the date they became payable.
(b) Details of dues of Income Tax, Service Tax and Duty of Excise which have not been
deposited as at 31st March, 2023 on account of dispute are given below:
Sr. Name of Dues No. |
Period to which the Amount Relates |
Amount not
deposited |
Forum where Dispute is Pending |
1 Income Tax Demand |
01/04/2017 to 31/03/2018 |
10,31,500 |
Income Tax Department CPC Banlgore |
2 No Payment of
Service Tax on services provided by Individual or film or advocate |
July - 2012 to November - 2015 |
29,32,436 |
CESTAT Ahmedabad |
3 No Payment of Service Tax on services provided by Individual or film
or advocate |
December - 2015 to June - 2017 |
3,94,686 |
CESTAT Ahmedabad |
4 Abatement is not admissible on GTA in case of goods cleared without
consignment notes |
November - 2014 to October - 2015 |
6,68,829 |
CESTAT Ahmedabad |
5 Abatement is not admissible on GTA in case of goods cleared without
consignment notes |
November - 2015 to June - 2017 |
8,88,395 |
CESTAT Ahmedabad |
6 Non - Payment of
Service Tax on reverse charge basis on Director Remuneration |
July - 2012 to Sept - 2015 |
18,57,080 |
CESTAT Ahmedabad |
7 Non - Payment of
Service Tax on reverse charge basis on Director Remuneration |
Oct - 2015 to June 2017 |
10,97,663 |
Commissioner, Vadodara, Appeal |
8 Related Person (Civil Appeal No. 6466/2005 in respect of Jyoti
Electric Motor Ltd. "OLD”) |
01/04/1987 to 30/06/2000 |
2,70,00,719 |
CESTAT Ahmedabad |
(viii) The Company has not surrendered or disclosed any transaction, previously
unrecorded in the books of account, in the tax assessments under the Income Tax Act, 1961
as income during the year. Accordingly, the requirement to report on clause 3(viii) of the
Order is not applicable to the Company.
(ix) (a) The Company has not defaulted in repayment of loans or other borrowings or in
the payment
of interest thereon to any lender.
(b) The Company has not been declared willful defaulter by any bank or financial
institution or government or any government authority.
(c) Term loans were applied for the purpose for which the loans were obtained.
(d) On an overall examination of the financial statements of the Company, no funds
raised on short-term basis have been used for long-term purposes by the Company.
(e) The Company does not have any subsidiary, associate or joint venture and hence
provisions of clause (ix)(e) of paragraph 3 of the Order are not applicable to the
Company.
(f) The Company does not have any subsidiary, associate or joint venture and hence
provisions of clause (ix)(f) of paragraph 3 of the Order are not applicable to the
Company.
(x) (a) No moneys were raised by way of initial public offer or further public offer
(including debt
instruments) during the year.
(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.
(xi) (a) Based on the audit procedures performed for the purpose of reporting the true
and fair
view of the financial statements and as per information and explanations given to us,
no fraud by the Company or 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, during the year and up to the date of this report.
(c) As represented to us by the management, there are no whistle blower complaints
received by the Company during the year.
(xii) The Company is not a nidhi Company as per the provisions of the Companies Act,
2013. Therefore, the requirement to report on clause 3(xii)(a),(b) and (c) of the Order is
not applicable to the Company.
(xiii) All transactions with the related parties are in compliance with sections 177
and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the
Financial Statements etc., as required by the applicable accounting standards;
(xiv) (a) The Company has an internal audit system commensurate with the size and
nature of its
business.
(b) The internal audit reports of the Company issued till the date of the audit report,
for the period under audit have been considered by us.
(xv) The Company has not entered into any non-cash transactions with its directors or
persons connected with its directors and hence requirement to report on clause 3(xv) 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.
(b) The Company has not conducted any Non-Banking Financial or Housing Finance
activities during the year 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.
(d) 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.
(xvii) The Company has not incurred cash losses in the financial year and in the
immediately preceding financial year.
(xviii) There is no such case of resignation of statutory auditors, hence the clause is
not applicable.
(xix) According to the information and explanations given to us and on the basis of the
financial ratios, ageing and expected dates of realization 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) CSR Provisions under section 135 are not applicable to Company as the Company is
not having networth of Rupees five hundred crores or more or Turnover of Rupees one
thousand crores or more or net profit of Rupees five crores or more. Therefore, the
requirements of subclause (a) and (b) of clause (xx) are not applicable to the Company.
(xxi) Since the company is not required to prepare consolidated financial statement.
Therefore this clause is not applicable to the Company.
For Talati & Talati LLP |
Chartered Accountants |
(FRN: 110758W/W100377) |
CA. Manish A. Baxi |
Partner |
M. No.: 045011 |
UDIN: 23045011BRGRIST4105 |
Place : Vadodara |
Date : 25/05/2023 |
Annexure “B”
(Annexure to the Independent Auditors Report)
Referred to the Independent Auditors Report of even date to the members of M/s. JSL
INDUSTRIES LIMITED on the Financial Statements for the year ended 31st
March, 2023.
Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of
Subsection 3 of Section 143 of the Companies Act, 2013 (“the Act”)
We have audited the Internal Financial Controls over Financial Reporting of M/s. JSL
INDUSTRIES 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.
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”. 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 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 Companys internal financial controls system
over financial reporting with reference to financial statements.
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 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 on Audit of
Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered
Accountants of India”.
For Talati & Talati LLP |
Chartered Accountants |
(FRN: 110758W/W100377) |
CA. Manish A. Baxi |
Partner |
M. No.: 045011 |
UDIN: 23045011BRGRIST4105 |
Place : Vadodara |
Date : 25/05/2023 |
+91-9892691696
