To
The Members,
Umiya Tubes Limited
208, 2nd Floor, Suman T ower, Sector 11 Gnadhinagar- 382011
Report on the Audit of the Standalone Ind AS Financial Statements
Opinion
We have audited the accompanying Standalone Ind AS financial statements
of UMIYA TUBES LIMITED ("the Company"), which comprise the Balance Sheet as at
31st March 2023, and the Statement of Profit and loss including OCI, Statement
of Changes in Equity, Statement of the Cash Flows for the year then ended, and notes to
the financial statements, including a summary of significant accounting policies and other
explanatory information (here in after referred to as "Standalone Ind AS Financial
Statement")
In our opinion and to the best of our information and according to the
explanations given to us, the aforesaid Standalone Ind AS Financial Statement, 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 Indian Accounting Standards
prescribed under section 133 of the Act read with the Companies (Indian Accounting
Standard) Rules, 2015 as amended ("Ind AS") and other accounting principles
generally accepted in India, of the state of affairs of the Company as at March 31, 2023,
and its Loss including other comprehensive income and its Cash Flow for the year ended on
that date.
Basis for Opinion
We conducted our audit 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 together with the ethical requirements that are relevant to our audit of the
financial statements under the provisions of the Companies Act, 2013and 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.
Information Other than the Financial Statements and Auditor?s
Report Thereon
The Companys Board of Directors is responsible for the other
information. The other information comprises the information included in the Management
Discussion and Analysis, Boards Report including Annexures to Boards Report, Business
Responsibility Report, Corporate Governance Report, and Shareholder Information, but does
not include the standalone financial statements and our auditors report thereon.
Our opinion on the standalone 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 standalone 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.
Responsibilities of Management and Those Charged with Governance for
the Standalone 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 Standalone Ind AS Financial Statement that give a true and fair view
of the financial position, financial performance, and cash flows of the Company in
accordance with the Ind AS and other accounting principles generally accepted in India.
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 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, the Board of Directors 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 the Board of Directors 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 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
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 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.
Materiality is the magnitude of misstatements in the financial
statements that, individually or in aggregate, makes it probable that the economic
decisions of a reasonably knowledgeable user of the financial statements may be
influenced. We consider quantitative materiality and qualitative factors in (i) planning
the scope of our audit work and in evaluating the results of our work; and (ii) to
evaluate the effect of any identified misstatements in the financial statements.
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
1. 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"
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, Statement of
changes in Equity and the Cash Flow Statement dealt with by this Report are in agreement
with the books of account
(d) In our opinion, the aforesaid Standalone Ind AS Financial Statement
comply with the Indian Accounting Standards specified under Section 133 of the Act, read
with the Companies (Indian Accounting Standard) Rules, 2015 as amended ("Ind
AS").
(e) On the basis of written representation received from directors as
on March 31, 2023 taken on the 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". Our report expresses an unmodified
opinion on the adequacy and operating effectiveness of the companys internal financial
controls with reference to standalone financial statements.
(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, no remuneration paid by the Company to its directors during the year attracting
provisions of 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, as
amended, in our opinion and to the best of our information and according to the
explanations given to us:
i. The Company has no pending Litigations during the Year.
ii. The Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable losses;
iii. There were no amounts which were required to be transferred to the
Investor Education and Protection Fund by the Company.
iv. (a) The Management has represented that, to the best of its
knowledge and belief, no funds have been advanced or loaned or invested (either from
borrowed funds or share premium or any other sources or kind of funds) by the Company to
or in any other persons or entity(ies), including foreign entities
("Intermediaries"), with the understanding, whether recorded in writing or
otherwise, that the Intermediary shall, directly or indirectly lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf of the Company
("Ultimate Beneficiaries") or provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries.
(b) The Management has represented that, to the best of its knowledge
and belief, no funds 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 directly or indirectly, lend or
invest in other persons or entities identified in any manner whatsoever by or on behalf of
the Funding Party ("Ultimate Beneficiaries") or provide any guarantee, security
or the like on behalf of the Ultimate Beneficiaries; and
(c) Based on such audit procedures that we have considered reasonable
and appropriate in the circumstances, nothing has come to our notice that has caused us to
believe that the representations under sub-clause (i) and (ii) contain any material
mis-statement.
(v) No dividend declared or paid during the year by the company in
compliance with section 123 of the Companies Act, 2013.
ANNEXURE ‘A TO THE INDEPENDENT AUDITORS REPORT
(Referred to in paragraph 1 under ‘Report on Other Legal and
Regulatory Requirements section of our report to the Members of Umiya T ubes Limited of
even date)
To the best of our information and according to the explanation
provided to us by the company and the books of account and records examined by us in the
normal course of audit, we state that:
1. Maintaining records of Property, Plant, Equipment and intangible
assets
(a) The Company has maintained proper records showing full particulars
including quantitative details and situation of fixed assets.
(b) Company has maintained proper records showing full particulars of
intangible assets;
(c) As explained to us, company has regular programme of physical
verification of its fixed assets by which fixed assets are verified in a phased manner
over a period of three years. In our opinion, the frequency of verification of the fixed
assets is reasonable having regard to the size of the Company and nature of its business.
No material discrepancies were noticed.
(d) The title deeds of all the immovable properties disclosed in the
financial statements are held in the name of the company.
(e) The company has not revalued its Property, Plant and Equipment
(including Right of Use assets) or intangible assets or both during the year.
(f) There is 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 there under,
2. Physical Verification of Inventories
The Management has conducted physical verification of inventory at
reasonable intervals during the Year. In our opinion and according to the information and
explanations given to us, the procedures of physical verification of inventory followed by
the management are reasonable and adequate in relation to the size of the company and
nature of its business. No discrepancies on physical verification of inventories were
noticed. No there isno Discrepancy is 10% or more in the aggregate for each class of
inventory.
Company has not during any point of time of the year, sanctioned
working capital limits in excess of five crore rupees, in aggregate, from banks or
financial institutions on the basis of security of current assets; agreement with the
books of account of the company, if not, give details.
3 Loans and advances given, investments made and guarantee given
(a) According to the information and explanations given to us, the
Company has not granted any loans, secured or unsecured, to companies, limited liability
partnerships, and firms or other parties.
(b) According to the information and explanation given to us, there are
no investments made, guarantees provided, security given where terms and conditions of the
grant of all the loans and advances in nature of loans and guarantees provided are not
prejudicial to the companys interest.
(c) No Loan has been granted hence no case of schedule repayment arises
hence this clause is not applicable.
(d) No amount has been overdue hence this clause is not applicable.
(e) No loan has been restructured so this clause is also not
applicable.
(f) The company has not granted loans or advances in the nature of
loans repayable on demand or without specifying any terms or period of repayment during
the year. Hence reporting under clause 3(iii) (f) not applicable.
4. Compliance of Section 185 & 186
According to the information and explanations given to us, the Company
has not given loans, made investments, given guarantees or security in terms of sections
185 and 186 of the Companies Act, 2013 therefore clause 3 (iv) is not applicable.
5. Acceptance of deposits
In our opinion and according to the information and explanations given
to us, the Company has not accepted any deposit and hence the provisions of Section 73 to
76 or any other relevant provisions of the Companies Act and the Companies (Acceptance of
Deposits) Rules, 2014 with regard to the deposits accepted are not applicable to the
Company. Therefore, the provisions of Clause (v) of paragraph 3 of the Order is not
applicable to the Company. According to the information and explanations given to us, no
order has been passed by the Company Law Board or the National Company Law Tribunal or the
Reserve Bank of India or any Court or any other Tribunal.
6. Cost Record
We have broadly reviewed the books of account maintained by the Company
pursuant to the Companies (Cost Records and Audit) Rules 2014 as amended prescribed by the
Central Government under section 148 of the Companies Act, 2013 and are of the opinion
that prima facie, the prescribed cost records have been made and maintained.
7. Statutory dues
(a) The Company has not been regular in depositing with appropriate
authorities undisputed statutory dues, including provident fund, employees state
insurance, income - tax, sales tax, service tax, excise duty, Value Added Tax, GST and
other material statutory dues applicable to it. TDS and Provident Fund has not been paid
and unpaid GST is subject to reconciliation, Details of arrears of outstanding undisputed
statutory dues as at the last day of the financial year concerned for a period of more
than six months from the date they become payable are as under:-
( Rs. in Lacs)
| S.No |
Particulars |
Amount (Rs.) |
Period for which outstanding |
| 1 |
TDS Payable |
1.18 |
April,2022 -March,2023 |
| 2 |
Professional Tax |
1.04 |
April,2019-March,2022 |
(b) According to the information and explanation given to us there are
no disputed amounts payable in respect of income tax, sales tax, service tax, duty of
excise, value added tax, GST, cess.
8. Disclosure of transactions not recorded in the books
In our opinion and according to the information and explanations given
to us there no transactions that are not recorded in the books of account have been
surrendered of disclosed as income during the year in the tax assessments under the Income
Tax Act, 1961
9. Default in repayment of lLoans or other borrowings
(a) As per the information and according to the explanations given to
us the Company has not in default in repayment of taken loans and borrowings.
(b) As per the information and according to the explanations given to
us the company is not a declared willful defaulter by any bank or financial institution or
other lender.
(c) As per the information and according to the explanations given to
us the company has availed term loan and was applied for the purpose for which loans were
obtained.
(d) As per the information and according to the explanations given to
us the funds raised on short term basis have not been utilized for long term purposes.
(e) According to explanation given to us 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.
(f) According to explanation given to us the company has not raised
loans during the year on the pledge of securities held in its subsidiaries, joint ventures
or associate companies.
10. Moneys raised by IPO, FPO& preferential allotment/ private
placement of shares or convertible debentures
(a) In our opinion and according to the information and explanations
given to us, during the year, the Company has not raised moneys by way of initial public
offer or further public offer (including debt instruments).
(b) In our opinion and 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.
11. Fraud reporting
(a) Based on examination of the books and records of the Company and
according to the information and explanations given to us, considering the principles of
materiality outlined in the Standards on Auditing, we report that no fraud by the Company
or on the Company has been noticed or reported during the course of the audit.
(b) As per the information and according to the explanations given to
us, no fraud by the Company or on the Company has been noticed or reported during the year
therefore there is no report under sub-section (12) of section 143 of the Companies Act
has been filed by the auditors in Form ADT-4 as prescribed under rule 13 of Companies
(Audit and Auditors) Rules, 2014 with the Central Government;
(c) As per the information and according to the explanations given to
us there are no whistle-blower complaints, received during the year by the company.
12. Compliances by Nidhi Company
The Company is not a Nidhi Company. Consequently, requirements of
clause (xii) of paragraph 3 of the Order are not applicable.
13. Compliance with section 177 and 188
In our opinion and according to the information and explanations given
to us, all transactions with the related parties are in compliance with sections 177 and
188 of Companies Act, 2013 and the details have been disclosed in the Ind AS financial
statements etc., as required by the applicable accounting standards. The relevant
disclosure as required by the Ind AS-24 has been made in Note No. 32to the standalone Ind
AS financial statements.
14. Internal Audit System
In our opinion and according to the information and explanations given
to us
(a) The company has an internal audit system commensurate with the size
and nature of its business;
(b) The reports of the Internal Auditors for the period under audit
were considered by the statutory auditor;
15. Non-cash transactions with directors
In our opinion and according to the information and explanations given
to us, the Company has not entered into any non-cash transactions with directors or
persons connected with them. Therefore, clause (xv) of paragraph 3 of "the
order" is not applicable to the Company.
16. Registration with Reserve Bank of India
(a) Company at present, the Company is not required to be registered
under section 45-IA of the Reserve Bank of India Act, 1934. Therefore, clause (xvi) of
paragraph 3 of "the order" is not applicable to the Company.
(b) In our opinion, considering the nature of operations of the Company
the company has not conducted any Non-Banking Financial of 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) In our opinion, considering the nature of operations of the Company
the company is not a Core Investment Company (CIC) as defined in the regulations made by
the Reserve Bank of India,
(d) In our opinion, considering the nature of operations of the Company
the Group does not have more than one CIC as part of the Group.
17. Cash losses
In our opinion and according to the information and explanations given
to us the company has not incurred cash losses in the financial year and in the
immediately preceding financial year.
18. Resignation of the statutory auditors during the year
In our opinion and according to the information and explanations given
to us there in has not been any resignation of the statutory auditors during the year.
19. Capability of company of meeting its liabilities existing at the
date of balance sheet
On the basis of the financial ratios, ageing and expected dates of
realisation of financial assets and payment of financial liabilities, other information as
accompanying notes to accounts of the financial statements, the auditors knowledge of the
Board of Directors and management plans, we are 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. However
on analysing the ratios calculated in notes to accounts (Refer Note no 35) if the same
situation persists for more than a period of one year from the balance sheet date then it
may materially impact the certainty of meeting the liabilities existing on that date.
20. Transfer of amount remaining unspent under sub-section (5) of
section 135 to Fund specified in Schedule VII
(a) In our opinion and according to the information and explanations
given to us, the company does not have projects other than ongoing projects, where unspent
amount is to be transferred 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 amount remaining unspent under section (5) of section
135 of Companies Act, pursuant to any ongoing project, has been transferred to special
account in compliance with provision of sub section (6) of section 135 of the Companies
Act.
"Annexure B" to the Independent Auditors Report of even date
on the Standalone Ind AS Financial Statements of UMIYA TUBES LIMITED, GANDHINAGAR.
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 UMIYA TUBES LIMITED ("the Company") as of 31st March,
2023 in conjunction with our audit of the standalone Ind AS 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 standalone Ind As 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 Standalone Ind AS 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
Standalone Ind AS 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 Ind AS 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, to the best of our information 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.
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