To
The Members of
Saraswati Commercial (India) Limited
Report on the audit of the Standalone financial statements
Opinion
We have audited the accompanying standalone financial statements of Saraswati
Commercial (India) Limited ("the Company"), which comprise the balance sheet as
at 31st March, 2023, and the Statement of Profit and Loss (including Other
Comprehensive Income), the Statement of Changes in Equity and the Cash Flow Statement for
the year ended, and notes to the standalone financial statements, including a summary of
significant accounting policies and other explanatory information (Herein after referred
to as "standalone financial statements").
In our opinion and to the best of our information and according to the explanations
given to us, the aforesaid standalone financial statements give the information required
by the Companies Act, 2013, as amended (Act) in the manner so required and give a true
and fair view in conformity with the Indian Accounting Standards prescribed under Section
133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as
amended and accounting principles generally accepted in India, of the state of affairs of
the Company as at 31* March, 2023 and total comprehensive income (comprising of profit and
other comprehensive income), changes in equity and its cash flows for year ended on that
date.
Basis for opinion
We conducted our audit of the standalone 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 standalone 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 on the standalone financial statements.
Key audit matters
Key audit matters are those matters that, in our professional judgments, 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
informing our opinion thereon, and we do not provide a separate opinion on these matters.
We have determined the matters described below to be the key audit matters to be
communicated in our report.
| Key Audit Matters |
How our audit addressed the key audit matter |
| (a) Fair Valuation of Financial Instruments |
|
| The Companys investments (other than investment in Subsidiaries & Associate) are
measured at fair value at each reporting date and these fair value measurements
significantly impact the Companys results. |
We have assessed the Companys process to compute the fair value of various
investments. For quoted instruments we have independently obtained market quotations and
calculated the fair valuations. For the unquoted instruments, we have obtained an
understanding of the valuation methods used by management and analysed the reasonableness
of the principal assumptions made for estimating the fair values and various other data
used while arriving at the fair value measurement. |
|
We have verified that all investments are held in the name of Company. Our audit
procedures over the valuation of the Investments included reviewing valuation of all
Investments held as at 31st March, 2023. Based on the audit procedures performed we are
satisfied with existence and valuation of investments. |
(c) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, in the case of any loans & advances in
nature of loans given, the repayments of principal and interest have been regular.
(d) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, there is no overdue amount for more than ninety
days in respect of loan or advance in the nature of loan given.
(e) The provisions of paragraph 3(iii) (e) of the Order are not applicable to the
Company as its principal business is also to give loans.
(f) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, The Company has granted loans or advances in
the nature of loans are granted to related party during the year that are repayable on
demand. The details are as below;
|
|
|
Rs. In Lakhs |
| Particulars |
All Parties |
Promoters |
Related Parties* |
| Aggregate amount of loans/ advances in nature of loans |
|
|
|
| - Repayable on demand (A) |
35,281.50 |
- |
35,281.50 |
| - Agreement does not specify any terms or period of Repayment (B) |
- |
- |
- |
| Total (A+B) |
35,281.50 |
- |
35,281.50 |
| Percentage of loans/advances in nature of loans to the total loans |
100.00% |
- |
100.00% |
*includes promoter group companies
4. According to the information and explanation given to us, the Company has not
granted any loans, made investments or provided guarantees in contravention of provisions
of Section 185 of the Act. The Company has complied with the provisions of Section 186(1)
of the Act; the other provisions of Section 186 of the Act are not applicable to the
Company.
5. In our opinion and according to the information and explanations given to us the
Company has not accepted any deposits from the public and hence the directives issued by
the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant
provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 with regard to
the deposits accepted from the public are not applicable.
6. According to the information and explanations given to us, the maintenance of Cost
Records has not been specified by the Central Government under sub-section (1) of Section
148 of the Act, in respect of the activities carried out by the company. Hence reporting
under paragraph 3 (vi) of the Order is not applicable.
7. According to the information and explanations given to us and the books and records
examined by us, in respect of statutory dues:
(a) According to the information and explanations given to us and the records examined
by us, the company is regular in depositing with appropriate authorities undisputed
statutory dues including income-tax, goods and service tax, duty of customs, duty excise,
cess and other statutory dues wherever applicable.
According to the information and explanations given to us, no undisputed amounts
payable in respect of income tax, goods and service tax, custom duty, excise duty, cess
were in arrears as 31st March 2023 for a period of more than six months from the date they
became payable.
(b) According to the information and explanations given to us, the following dues have
not been deposited by the company on account of dispute:
| Sr. No. Name of the statue |
Nature of the due |
Amount (Rs in Lakhs) |
Period to which the amount relates |
Forum where the dispute is pending |
Amount paid under protest/ refund adjusted (Rs. in Lakhs) |
| 1. Madhya Pradesh Sales Tax Act |
Sale Tax liabilities due to rejection of "C" form and Pending "C"
form |
80.23 |
AY 1996-97 |
The Deputy Commissioner has redirected case to Assessing Officers for Reassessment. |
NIL |
| 2. Income Tax Act, 1961 |
Demand raised u/s 143(3) of Income Tax Act, 1961 |
0.72 |
AY 2010-11 |
CIT(A) Order giving effect is pending |
NIL |
| 3. Income Tax Act, 1961 |
Demand raised u/s 143(3) of Income Tax Act, 1961 |
9.05 |
AY 2016-17 |
Rectification request against said order is pending before Assessing officer. |
44.50 |
8. According to the information and explanations given to us and on the basis of our
examination of the records of the Company, there were no transactions relating to
previously unrecorded income that were surrendered or disclosed as income in the tax
assessments under the Income Tax Act, 1961 (43 of 1961) during the year.
9. (a) According to the information and explanations given to us and on the basis of
our examination of the records of the Company, The Company has not defaulted in the
repayment of loans or other borrowings or in the payment of interest thereon to any lender
during the year.
(b) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, The Company has not been declared wilful
defaulter by any bank or financial institution or government or any government authority.
(c) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, term loans availed by the Company during the
year, were applied by the Company for the purposes for which the loans were obtained.
(d) According to the information and explanations given to us, and the procedures
performed by us, and on an overall examination of the financial statements of the Company,
we report that no funds raised on short-term basis have, prima facie, been used for long
term purposes by the Company.
(e) According to the information and explanations given to us, and the procedures
performed by us, and on an overall examination of the financial statements of the Company,
the Company has not taken any funds from any entity or person on account of or to meet the
obligations of its subsidiaries and associates.
(f) According to the information and explanations given to us and procedures performed
by us, the Company has not raised any loans during the year on the pledge of securities
held in its subsidiaries, joint ventures or associate companies (as defined under the
Act).
10. (a) Based upon the audit procedures performed and the information and explanations
given by the management,
The Company has not raised moneys by way of initial public offer or further public
offer (including debt instruments) during the year and hence reporting under paragraph
3(x)(a) of the Order is not applicable.
(b) Based upon the audit procedures performed and the information and explanations
given by the management, the Company has not made preferential allotment or private
placement of shares or convertible debentures (fully or partly or optionally) during the
year under review and hence reporting under paragraph 3(x)(b) of the Order is not
applicable to the Company.
11. (a) Based upon the audit procedures performed and the information and explanations
given by the management, no material fraud by the Company and no material fraud on the
Company has been noticed or reported during the year.
(b) Based upon the audit procedures performed and the information and explanations
given by the management, No report under section 143(12) of the Companies Act, 2013, has
been filed 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, no whistle blower complaints were received
by the company during the year.
12. According to the information and explanations given to us, the Company is not a
Nidhi company and hence reporting under paragraph 3(xii) of the Order is not applicable.
13. According to the information and explanations given to us, all transactions with
the related parties are in compliance with section 177 and 188 of Companies Act, 2013 and
the details have been disclosed in the Standalone Financial Statements as required by the
applicable Indian accounting standards.
14. (a) Based on information and explanations provided to us and our audit procedures,
in our opinion, the Company has an internal audit system commensurate with the size and
nature of its business.
(b) We have considered, the internal audit reports for the year under audit, issued to
the Company during the year and till date, in determining the nature, timing and extent of
our audit procedures.
15. In our opinion, during the year the Company has not entered into any non-cash
transactions with its directors or persons connected with them and hence provisions of
section 192 of the Companies Act, 2013 are not applicable to the Company.
16. (a) The Company is required to be registered under section 45-IA of the Reserve
Bank of India Act, 1934 (RBI Act) and it has obtained the registration.
(b) The Company has conducted non-banking financial activities with a valid Certificate
of Registration (CoR) from the RBI as per the Reserve Bank of India Act, 1934. The
Company has not conducted any housing finance activities and is not required to obtain CoR
for such activities from the RBI.
(c) The Company is not a Core Investment Company (CIC) and hence, reporting under
paragraph 3(xvi) (c) of the Order is not applicable to the company.
(d) The Group (as defined under Master Direction - Non-Banking Financial Company -
Systemically Important Non-Deposit taking Company, 2016, as amended) does not have CICs.
However there are 2 Unregistered CICs forming part of the Group.
17. The Company has not incurred cash losses during the financial year covered by our
audit and in the immediately preceding financial year.
18. There has been no resignation of the statutory auditors of the Company during the
year.
19. 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.
20. In our opinion and according to the information and explanations given to us, there
is no unspent amount under sub-section (5) of section 135 of the Act pursuant to any
project. Accordingly, clauses 3(xx)(a) and 3(xx)(b) of the Order are not applicable.
21. According to the information and explanations given to us and based on the reports
issued by the auditors of the respective subsidiaries and associate included in the
consolidated financial statements of the Company, to which reporting on matters specified
in paragraph 3 and 4 of the Order is applicable, provided to us by the Management of the
Company, we have not identified any qualifications or adverse remarks made by the auditors
in their report on matters specified in paragraphs 3 and 4 of the Order.
For Ajmera Ajmera and Associates
Firm Registration No. 123989W
Chartered Accountants
Sandeep Ajmera
Partner
Membership No. 048277
UDIN: 23048277BGWGPN7932
Place: Mumbai
Dated: 24th May, 2023
ANNEXURE "B" TO THE INDEPENDENT AUDITORS REPORT OF EVEN DATE ON THE IND AS
STANDALONE FINANCIAL STATEMENTS OF SARASWATI COMMERCIAL (INDIA) LIMITED
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 Saraswati
Commercial (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". 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 standalone 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 Ajmera Ajmera and Associates
Firm Registration No. 123989W
Chartered Accountants
Sandeep Ajmera
Partner
Membership No. 048277
UDIN: 23048277BGWGPN7932
Place: Mumbai
Dated: 24th May, 2023
+91-9892691696
