Report on the Audit of Financial Statements Opinion
We have audited the accompanying financial statements of VENLON ENTERPRISES LIMITED
("the Company"), which comprise the Balance Sheet as at March 31, 2023, the
Statement of Profit and Loss including the Other Comprehensive Income, the Statement of
Cash Flow and the Statement of Changes in Equity for the year then ended, and a summary of
significant accounting policies and other explanatory information (hereinafter referred to
as "Financial Statements").
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 Indian Accounting Standards prescribed under section 133
of the Act read with the Companies (Indian Accounting Standards) 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, its Loss including Other
Comprehensive Income, its Cash Flows and the Statement of Changes in Equity for the year
ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing ("SA")
specified under Section 143(10) of the Act. 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 Act 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 we have obtained is sufficient and
appropriate to provide a basis for our opinion on the financial statements.
Emphasis of Matter:
We draw attention to Note 1(B)(I) & 22(xviii) of the financial statements, which
describes the Companys financial condition as of March 31, 2023 and its debt obligations.
The companys financial performance has impacted its ability to generate cash flow that it
needs to settle/finance its liabilities as they fall due. The Companys ability to
continue as a going concern is dependent on its ability to raise additional funds or/and
successful negotiations with lenders for deferment/settlement of its liabilities as they
fall due. Our opinion is not modified in respect of this matter.
Key Audit Matters (KAM)
Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the Financial Statements for the year ended March 31, 2023.
These matters were addressed in the context of our audit of the Financial Statements as a
whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.
We have determined that there are no key audit matters to communicate in our report.
Information Other than the Financial Statements and Auditors Report Thereon
The Companys Board of Directors is responsible for the other information. The other
information comprises the management discussion & analysis and directors report
included in the annual report but does not include the Financial Statements and our
auditors report thereon. The above information is expected to be made available to us
after the date of this auditors report. Our opinion on the Financial Statements does not
cover the other information and we do not express any form of assurance conclusion
thereon.
In connection with our audit of the Financial Statements, our responsibility is to read
the other information identified above when it becomes available and, in doing so,
consider whether the other information is materially inconsistent with the Financial
Statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated.
If based on the work we have performed, we conclude that there is material misstatement
of this other information, we are required to communicate the matter to those charged with
governance.
We have nothing to report in this regard.
Management Responsibility for the Financial Statements
The Companys Board of Directors is responsible for the matters stated in Section
134(5) of the Act, with respect to the preparation of these Financial Statements that give
a true and fair view of the Financial Position, Financial Performance including Other
Comprehensive Income, Cash Flows and the Statement Of Changes in Equity 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 provision of the Act for safeguarding the assets of the Company and for
preventing and detecting frauds and other irregularities; selection and application of the
appropriate accounting policies; making judgements 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 fair 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.
The Board of Directors are also responsible for overseeing the Companys financial
reporting process. Auditors Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to fraud or error,
and to issue an auditors report that includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit conducted in accordance with SAs
will always detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the
basis of these financial statements.
As part of an audit in accordance with SAs, we exercise professional 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 Act, we are also responsible for expressing our opinion on whether the Company
has adequate internal financial controls system in place and the operating effectiveness
of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness
of accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of managements use of the going concern basis
of accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Companys
ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditors report to the related disclosures in
the financial statements or, if such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence obtained up to the date of our auditors
report. However, future events or conditions may cause the Company to cease to continue as
a going concern.
• Evaluate the overall presentation, structure and content of the financial
statements, including the disclosures, and whether the financial statements represent the
underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied
with relevant ethical requirements regarding independence, and to communicate with them
all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the financial statements of the
current period and are therefore the key audit matters. We describe these matters in our
auditors report unless law or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a matter should not be
communicated in our report because the adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
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 Act, we give in the "Annexure- A" a 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 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 appears from our examination of those books;
c) The Balance Sheet, Statement of Profit and Loss including Other Comprehensive
Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this
report are in agreement with the books of account;
d) The aforesaid financial statements comply with the accounting standards specified
under section 133 of the Act;
e) The matter described in the Emphasis of Matter" paragraph above in our
opinion, may have an adverse effect on the functioning of the Company.
f) On the basis of written representations received from the directors as on March 31,
2023 taken on record by the Board of Directors, none of the directors is disqualified as
on March 31, 2023, from being appointed as a director in terms of section 164(2) of the
Act;
g) With respect to the adequacy of the internal financial controls of the Company with
reference to these financial statements and the operating effectiveness of such controls,
refer to our separate Report in "Annexure B".
i) With respect to the other matters to be included in the Auditors Report in
accordance with Rules 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 and as represented by the management:
i. The Company has disclosed the impact of pending litigations on its financial
position in its financial statements in Note 28(i);
ii. The Company has made provisions, as required under the applicable law or Ind AS,
for material foreseeable losses, if any, on long term contracts including derivative
contracts;
iii. There were no amounts which were required to be transferred to the Investor
Education and Protection Fund by the Company.
iv. (a) Management has represented to us that, to the best of its knowledge and
belief, as disclosed in the notes to the financial statements, during the year 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 entities,
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;
(b) Management has represented to us that, to the best of its knowledge and belief, as
disclosed in the notes to the financial statements, during the year 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, 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
(c) based on our audit procedure conducted that are considered reasonable and
appropriate in the circumstances, nothing has come to our attention that cause us to
believe that the representation given by the management under paragraph (2) (i) (iv) (a)
& (b) contain any material misstatement.
v. The company has not declared or paid any dividend during the year and has also not
proposed dividend for the year.
Annexure - A to the Independent Auditors Report of even date on the financial
Statements of VENLON ENTERPRISES LIMITED
With reference to the Annexure A referred to in the Independent Auditors Report to the
members of the Company on the financial statements for the year ended March 31, 2023, on
the basis of such checks as we considered appropriate and in terms of the information and
explanations given to us, we report the following:
i. In respect of the Companys property, plant and equipment & intangible assets:
a) (A) The Company has maintained proper records showing full particulars, including
quantitative details and situation of Property, Plant & Equipment.
(B) The Company has no intangible assets.
b) According to the practice of the Company, all items of property, plant and equipment
are physically verified by the management in a phased manner which, in our opinion, is
reasonable having regard to the size of the Company and the nature of its assets.
Accordingly, a portion of the fixed assets has been physically verified by the Management
during the year and the Management has confirmed that no material discrepancies were
noticed on such verification.
c) According to the information and explanation given to us, the title deeds of the
immovable properties (other than properties where the company is the lessee and the lease
agreements are duly executed in favour of the lessee) are held in the name of the company.
d) The Company has not revalued its Property, Plant and Equipment (including Right of
Use assets) or intangible assets or both during the year.
e) According to the information and explanation given to us, 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 during
the year.
ii. The Company has non-moving inventory of loose spares, consumables etc against which
provision equal to 100 % of the value has been made. The Company has no working capital
limits in excess of five crore rupees (at any point of time during the year), in
aggregate, from banks or financial institutions on the basis of security of current
assets.
iii. According to the information and explanations provided to us, the Company has
during the year, not made investments in, provided any guarantee or security or granted
any loans or advances in the nature of loans, secured or unsecured, to companies, firms,
Limited Liability Partnerships or any other parties. Accordingly, the provisions of
clauses 3(iii) of the Order are not applicable.
iv. According to the information and explanations given to us, the Company has complied
with the provisions of Sections 185 and 186 of the Companies Act, 2013 in respect of grant
of loans, making investments and providing guarantees and securities, as applicable.
v. The Company has not accepted any deposits or amounts which are deemed to be deposits
under the directives of the Reserve Bank of India and the provisions of Sections 73 to 76
or any other relevant provisions of the Companies Act, 2013 and the rules framed
thereunder, where applicable. Accordingly, the provisions of clause 3(v) of the Order are
not applicable.
vi. To the best of our knowledge and belief, the Central Government has not specified
maintenance of cost records under sub-section (1) of Section 148 of the Act, in respect of
Companys products/ services. Accordingly, the provisions of clause 3(vi) of the Order are
not applicable.
vii. (a) The Company is regular in depositing undisputed statutory dues including Goods
and Services Tax, provident fund, employees state insurance, income-tax, sales-tax,
service tax, duty of customs, duty of excise, value added tax, cess and any other
statutory dues, as applicable, with the appropriate authorities. Further, no undisputed
amounts payable in respect thereof were outstanding at the year-end for a period of more
than six months from the date they became payable.
(b) The dues outstanding in respect of Goods and Services Tax, provident fund,
employees state insurance, income-tax, sales-tax, service tax, duty of customs, duty of
excise, value added tax, cess and any other statutory dues on account of any dispute, are
as follows:
| Name of Statute |
Nature of the Dues |
Amount disputed excluding interest and penalty |
Amount paid under protest |
Period to which the amount relates |
Forum where dispute is pending |
| NOT APPLICABLE |
|
|
|
|
|
viii. According to the information and explanation given to us, company has no
transactions, not recorded in the books of account have been surrendered or disclosed as
income during the year in the tax assessments under the Income Tax Act, 1961 (43 of 1961);
ix.(a) In our opinion, the company has not defaulted in repayment of loans or other
borrowings or in the payment of interest thereon to any lender during the year. However,
the company is in the process of registering the satisfaction of charges with the ROC.
Attention is invited to Note 22(xxiii) to the financial statements.
(b) The company has neither raised any funds nor taken any loans during the year, hence
reporting to that extent under clause (ix) is not applicable to the company.
x.(a) The Company has not raised moneys by way of initial public offer or further
public offer (including debt instruments) during the year;
(b) According to the information and explanation given to us, 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) According to the information and explanation given to us, any fraud by the
company or any fraud on the company has not been noticed or reported during the year;
(b) According to the information and explanation given to us, 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) According to the information and explanation given to us, no whistle-blower
complaints, received during the year by the company;
xii. Company is not a Nidhi company, accordingly provisions of the Clause 3(xii) of the
Order is not applicable to the company
xiii. According to the information and explanations given to us, we are of the opinion
that all transactions with related parties are in compliance with Section 177 and 188 of
Companies Act, 2013 where applicable and the details have been disclosed in the Financial
Statements etc., as required by the Accounting Standards and the Companies Act, 2013.
xiv. According to the information and explanations given to us, the company has
internal audit system. However the same needs to be strengthened considering the size and
nature of operations of the company.
xv. According to the information and explanations given to us and based on our
examination of the records of the Company, the Company has not entered into non-cash
transactions with directors or persons connected with him. Accordingly, paragraph 3(xv) of
the Order is not applicable.
xvi. According to the information and explanations given to us, we are of the opinion
that the company is not required to be registered under section 45-IA of the Reserve Bank
of India Act, 1934 and the company is not a Core Investment Company (CIC) as defined in
the regulations made by the Reserve Bank of India, accordingly the provisions of clause
3(xvi) of the Order are not applicable.
xvii. According to the information and explanations given to us and based on the audit
procedures conducted we are of opinion that the company has not incurred any cash losses
in the financial year and the immediately preceding financial year;
xviii. Yes, there has been resignation of the statutory auditors during the year. No
issues, objections or concerns were raised by the outgoing auditors.
xix. 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 indicating that company is incapable 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. The provisions of Section 135 towards corporate social responsibility are not
applicable on the company. Accordingly, the provisions of clause 3(xx) of the Order is not
applicable.
xxi. The reporting under clause (xxi) is not applicable in respect of audit of
standalone financial statements of the Company. Accordingly, no comment has been included
in respect of said clause under this report.
| For Laxminiwas & Co. |
| Chartered Accountants |
| ICAI Firm Registration Number: 011168S |
| Sd/- |
| Gaurav Shah |
| Partner |
| Membership Number: 229420 |
| UDIN: 23229420BGWXVC9585 |
| Place: Mysore |
| Date: August 14, 2023 |
ANNEXURE "B" TO THE INDEPENDENT AUDITORS REPORT ON THE FINANCIAL STATEMENTS
OF VENLON ENTERPRISES LIMITED
(Referred to in paragraph 2 (g) under Report on Other Legal and Regulatory
Requirements of our report of even date)
Report on the Internal Financial Controls with reference to these financial statements
under Clause
(i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")
We have audited the internal financial controls with reference to these financial
statements of VENLON ENTERPRISES 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 (the
"Guidance Note") issued by the Institute of Chartered Accountants of India
("ICAI"). These responsibilities include the design, implementation and
maintenance of adequate internal financial controls that were operating effectively for
ensuring the orderly and efficient conduct of its business, including adherence to
companys policies, the safeguarding of its assets, the prevention and detection of frauds
and errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial information, as required under the Act.
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial
controls with reference to these financial statements based on our audit. We conducted our
audit in accordance with the Guidance Note issued by ICAI and the Standards on Auditing
prescribed under Section 143(10) of the Act, to the extent applicable to an audit of
internal financial controls. 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 with reference to these financial
statements 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 with reference to these financial statements and
their operating effectiveness. Our audit of internal financial controls with reference to
these financial statements included obtaining an understanding of internal financial
controls with reference to these financial statements, 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 with
reference to these financial statements.
Meaning of Internal Financial Controls with Reference to these Financial Statements
A companys internal financial control with reference to these financial statements 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 with reference to these financial statements 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 authorisations of management and directors of the Company ; and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorised
acquisition, use, or disposition of the Companys assets that could have a material effect
on the Financial statements.
Inherent Limitations of Internal Financial Controls with Reference to these Financial
Statements
Because of the inherent limitations of internal financial controls with reference to
these financial statements, 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 with
reference to these financial statements to future periods are subject to the risk that the
internal financial control over financial reporting with reference to these financial
statements 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 and according to the explanations given
to us, the Company has, in all material respects, an adequate internal financial controls
with reference to these financial statements and such internal financial controls with
reference to these financial statements were operating effectively as at March 31, 2023,
based on the criteria for internal financial control with reference to these financial
statements 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 Laxminiwas & Co. |
| Chartered Accountants |
| ICAI Firm Registration Number: 011168S |
| Sd/- |
| Gaurav Shah |
| Partner |
| Membership Number: 229420 |
| UDIN: 23229420BGWXVC9585 |
| Place: Mysore |
| Date: August 14, 2023 |
+91-9892691696
