ari consolidated investments pvt ltd Auditors report


TO THE MEMBERS OF ARI CONSOLIDATED INVESTMENT PRIVATE LIMITED

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the Standalone financial statements of ARI Consolidated Investment Private Limited ( "the Company"), which comprise the Balance Sheet as at 31st March, 2022, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as "die 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 ("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 die Company as at 31st March, 2022, its profit and its cash flows 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 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 together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules there under, 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.

Other Information

The Companys Board of Directors is responsible for the other information. The other information comprises the Directors Report including Annexures to Directors Report 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 in the audit or otherwise appears to be materially misstated. When we read the Directors Report including Annexures to Directors Report, if we conclude that there is a material misstatement therein, 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 Act, with respect to the preparation of these financial statements that give a true and fair view of financial position, financial performance and cash Hows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with die 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 conhols, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone financial statements that give a h ue and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone 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.

The Board of Directors are also responsible for overseeing the Companys financial reporting process.

Auditors Responsibilities for the Audit of the standalone financial statements

Our objectives are to obtain reasonable assurance about whether the standalone 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 standalone 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 Standalone 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, forger>r, 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 Standalone 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 standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone 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 standalone 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 am 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 drought to bear on our independence, and where applicable, related safeguards.

Report on Other Legal and Regulator) 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 tire Act, we give in tire Annexure A, a statement on the matters specified in paragraphs 3 and 4 of tire Order.

2. As required by Section 143 (3) of tire 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 and tire Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, tire aforesaid standalone financial statements comply with tire Accounting Standards specified under Section 133 of the Act.

(e) On the basis of the written representations received from tire directors as on 31st March, 2022 taken on record by the Board of Directors, none of tire directors is disqualified as on 31st March, 2022 from being appointed as a director in terms of Section 164 (2) of The Act.

(f) Provisions of section 143(3)(i) of the Act is not applicable to the Company and accordingly we are not required to report on the adequacy of the internal financial controls over financial reporting of the Company and tire operating effectiveness of such controls.

(g) Since the Company is private limited company, provisions of section 197 of the Act are not applicable to it. Consequently, we are not to make statement in accordance with Section 197 (16) of the Act.

(h) With respect to The other matters to be included in the Auditors Report iir accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to tire best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial position.

ii. tire 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, as disclosed in the note 29 to the accounts, 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 person(s) or ontity(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, as disclosed in the note 29 to the accounts, 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 tire 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.

(c) Based on the audit procedures performed that have been 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

(a) and (b) above contain any material mis-statement.

(d) The final dividend paid by the Company during the year in respect of the same declared for the previous year 2020-21 is in accordance with section 123 of tire Companies Act 2013 to the extent it applies to payment of dividend. The Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the

(e) ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

For B. D. Jokhakar& Co.

Chartered Accountants

Firm Registration No: 104345W
Place: Mumbai
Date: 5th September,2022 Raman Jokhakar
Partner
Membership No. 103241
UDIN: 22103241ATRZRI.9631

ANNEXURE A TO THE AUDITORS REPORT

(Referred to in paragraph 1 under Report on Other Legal and Regulator, Requirements section of Independent Auditors Report on standalone financial statements of even date)

(i) (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.

(c) According to information and explanations given to us. Property, Plant and Equipment have been physically verified by the management during die year and in our opinion the frequency of verification is reasonable having regard to the size of the Company and the nature of its assets. We are informed the no material discrepancies were noticed on such verification

(d) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties (other titan properties where the company is the lessee and the lease agreements are duly executed in favour of the lessee) are held in die name of the Company.

(e) 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 revaluation of Property, Plant and Equipment (including Right of Use assets) or intangible assets or both during the year by the Company. Therefore, sub clause (d) of the paragraph 3 (:) of the Order is not applicable to the Company.

(f) According to the information and explanations given to us. there are no proceedings 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. Therefore, sub clause (e) of the paragraph 3

(i) of the Order is not applicable to the Company.

(ii) (a) The Company is engaged in providing Investment in shares & Securities and hence it does not hold any inventories. Therefore, clause (a) of the paragraph 3

(ii) of the Order is not applicable to the Company.

(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 sanctioned any working capital limits from banks or financial institutions during the year. Therefore, clause (b) of the paragraph 3 (ii) of the Order is not applicable to the Company.

(iii) (a) According to the information and explanations given to us, during the year the Company has not made investments, provided guarantees or securities, or given loans or advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or any other parties except the details of which are as under:

Particulars

Loans (Rs. Lakhs)

Aggregate amount granted/ provided during the year To Subsidiary

300

Balance outstanding as at balance sheet date in respect of above cases To Subsidiary

300

(b) In respect of the aforesaid loan given die terms and conditions are not prejudicial to die interest of the Company.

(c) ln respect of aforesaid loan, the schedule of repayment of principal and interest is stipulated, and receipts thereof are regular.

(d) In respect of aforesaid loan there is no amount which is overdue for a period of more than ninety days.

(e) There is no loan or advance in the nature of loan granted which has fallen due during the year which has been renewed or extended or fresh loans are granted to settle the overdues of existing loans given to the same parties.

(f) During the year. Company has not granted loans or advances in nature of loans to promoters or related parties which are repayable on demand or without specifying any terms or period of repayment.

(iv) In our opinion and according to the information and explanations given to us, the Company has complied with the provisions of Section 185 and 186 of the Act as applicable, in respect of loans, investments, guarantees, and security given for the year under report.

(v) According to tire information and explanations given to us, the Company has not accepted any deposits or amounts which are deemed to be deposits within the meaning of Section 73 to 76 of the Act, and other relevant provisions of the Act and the relevant rules framed thereunder. Therefore, paragraph 3(v) of the Order is not applicable.

(vi) According to die information and explanation given to us, the Central Government has not prescribed maintenance of cost records under sub-section (1) of section 148 of the Act. Therefore, paragraph 3{vi) of the Older is not applicable.

(vii) (a) According to die information and explanations given to us and on the basis of

our examination of the records of the Company, amounts deducted/accrued in die books of account in respect of undisputed statutory dues including Goods and Sendees Tax, provident fund, employees state insurance, income-tax, sales- tax, service-tax, duty of customs, duty of excise, value added tax, cess and odier material statutory dues as applicable to it have been regularly deposited during the year by die Company with the appropriate authorities. As explained to us, there were no undisputed statutory dues as mentioned above in arrears as at 31st March, 2022 for a period of more than six months from the date they became payable.

(b) According to die information and explanations given to us and the records of the Company examined by us, there are no disputed amounts payable in respect of statutory dues releried to in sub-clause (a) as at the year end

(viii) According to the information and explanations given to us and on die basis of our examination of the records of the Company there are no transactions which 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) According to the information and explanations given to us, the Company has not defaulted in repayment of loans or other borrowings or in the payment of interest thereon to any lender. _____

(b) According to the information and explanations given to us and on the basis ot our audit procedures, we report that the Company has not been declared willful defaulter by any bank or financial institution or government or any government authority.

(c) In our opinion and according to the information ami explanations given to us, on an overall basis, the term loans were applied for the purposes for which those were obtained.

(d) According to the information and explanations given to us, and the procedures performed by us, aiul on an overall examination of the financial statements of the company, we report that no funds raised on short-term basis have been used for long-term purposes by the Company.

(e) According to the information and explanations given to us and based on our audit procedures and on an overall examination of the financial statements of the Company, we are of the opinion that the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries and associate.

(f) According to the information and explanations given to us and based on our audit procedures, we are of the opinion that the Company lias not raised loans during the year on the pledge of securities held in its subsidiaries and associate companies.

(x) (a) The Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during die year. Therefore, sub clause (a) of paragraph 3(x) of the Order is not applicable.

(b) According to the information and explanations given to us and based on our examination of the records of the Company, no preferential allotment or private placement of shares or convertible debentures (fully, partially or optionally convertible) has been made by the Company during the year. Therefore, sub clause (b) of paragraph 3(x) of the Order is not applicable.

(xi) (a) During the course of our examination of the books and records based on the generally accepted audit procedures performed for the purpose of reporting the true and fair view of die financial statements, and as per the information .and explanations given to us by the Management, no material fraud on the Company has been noticed or reported during die year.

(b) According to the information and explanations provided to us and based on our audit procedures, no report lias been filed by any auditor under section 143(12) in Form ADT 4 ns prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with tine Central Government.

(c) The company is covered by the provisions of Section 177 (9) which requires to establish a vigil mechanism and as informed by the management that there are no whistle blower complaints received by the Company during the year.

(xii) In our opinion and according to Lite information and explanations given to us, the Company is not a nidhi company. Therefore, sub clause (a), (b) and (c) of paragraph 3(xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us, and based on our examination of the records of the Company, all transactions with the related parties are in compliance with sections 188 of the Act, where applicable and the details have been disclosed in the Standalone financial statements etc., as required by the applicable accounting standards. The Company being Private Limited Company provisions of Section 177 of the Act are not applicable to the Company for the year under report.

(xiv) In our opinion and based on our examination, the company does not have an internal audit system and is not required to have an internal audit system as per provisions of the Companies Act 2013.

(xv) According to the information and explanations given to us, in our opinion during the year the company has not entered into any non-cash transactions with its directors or persons connected with its directors and hence provisions of section 192 of the Companies Act, 2013 are not applicable to the company.

(xvi) The Company being a Non-Banking Financial Company is registered under section 45-IA of the Reserve Bank of India Act, 1934. Sub clause (b), (c) and (d) of paragraph 3(xvi) of the Order are not applicable.

(xvii) The company has not incurred cash losses in the financial year and in the immediately preceding financial year.

(xviii) There has been resignation of Lite statutory auditors during the year and there were no issues, objections or concents raised by the outgoing auditors for us to consider.

(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 so far as applicable / received by us 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 an\ 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) Provisions of section 135 of the Act are not applicable to it. Therefore, sub clause (a) and (b) of paragraph 3(xx) of the Order is not applicable.

For B. D. Jokhakar& Co.

Chartered Accountants

Firm Registration No: 104345W
Place: Mumbai
Date: 5th September,2022 Raman Jokhakar
Partner
Membership No. 103241
UDIN: 22103241ATRZRI.9631

ANNEXURE B TO THE AUDITORS REPORT

(Referred to in paragraph 2 tinder Report on Other Legal and Regulatory Requirements section of Independent Auditors Report on standalone financial statements of even date)

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 ARI Consolidated Investment Private Limited ("tire Company") as of March 31, 2022 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 (ICA1). 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 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 ICA1 and deemed to be prescribed under section 143(10) of the Act, 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 standalone 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 r<> provide reasonable assurance regarding the reliability of financial reporting and the preparation of standalone financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and piocedurcs 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 record id as necessary to permit preparation of standalone 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 Company.- 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 tire 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, 2022, based on the internal control over financial reporting criteria established by the Company considering tire 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 B. D. Jokhakar& Co.

Chartered Accountants

Firm Registration No: 104345W
Place: Mumbai
Date: 5th September,2022 Raman Jokhakar
Partner
Membership No. 103241
UDIN: 22103241ATRZRI.9631