To
The Board of Directors of Tradewell Holdings Limited
Report on the audit of the Standalone Financial Results
Opinion
We have audited the accompanying standalone financial statements of M/S Tradewell
Holdings Limited ("the Company"), which comprise the Balance Sheet as at
31st March, 2023, the Statement of Profit and Loss (including other comprehensive income),
the Statement of Changes in Equity and the Statement of Cash Flows Statement for the year
ended and a summary of significant accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations
given to us, the aforesaid standalone Ind AS financial statements give the information
required by the Act in the manner so required and give a true and fair view in conformity
with the accounting principles generally accepted in Indiaincluding Indian Accounting
Standards (Ind AS) specified under section 133 of the Act, of the state of affairs of the
Company as at March 31, 2023, and its loss, the comprehensive income, the change in equity
and 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 Companies Act, 2013. Our responsibilities under those
Standards are further described in the Auditor s 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, 2013 and the Rules
thereunder, and we have fulfilled our other ethical responsibilities in accordance with
these requirements and the Code of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the financial statements of the current period. These matters
were addressed in the context of our audit of the financial statements, 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 Company s Board of Directors is responsible for the other information. The other
information comprises the information included in the Annual Report, but does not include
the financial statements and our auditors report thereon.
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 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 a material misstatement of this other information, we
are required to report that fact. We have nothing to report in this regard.
Management s Responsibility for the Standalone Financial Statements
The Company s 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
and financial statements that give a true and fair view of the financial position,
financial performance including other comprehensive income, cash flows and change in
equity of the Company in accordance with the Indian Accounting Standards (Ind AS)
prescribed under Section 133 of the Act. This responsibility also includes the maintenance
of adequate accounting records in accordance with the provisions of the Act for
safeguarding of the assets of the Company and for preventing and detecting the frauds and
other irregularities, selection and application of appropriate accounting policies, making
judgments and estimates that are reasonable and prudent, and design, implementation and
maintenance of adequate internal financial controls, 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 true and
fair view and are free from any material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, the Management is responsible for
assessing the Company s 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 Management either intends to liquidate the Company or to cease operations, or has no
realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company s financial
reporting process.
Auditor s 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 auditor s 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 management s 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 Company s
ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor s 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 auditor s
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 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 any
significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied
with relevant ethical requirements regarding independence, and to communicate with them
all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
Report on other Legal and Regulatory Requirements
1. As required by the Companies (Auditor s Report) Order, 2020 issued by the Central
Government of India in terms of sub-section 11of 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, 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 including comprehensive income,
Statement of changes in Equity and the Statement of Cash Flows dealt with by this Reports
are in agreement with there relevant books of account.
(d) In our opinion, the aforesaid standalone financial statements comply with the
Accounting Standards specified under Section 133 of the Act.
(e) On the basis of the written representations received from the directors as on
March31, 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.
(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.
(g) With respect to the other matters to be included in the Auditor s Report in
accordance with the requirements of Section 197(16) of the Act, as amended:
In our opinion and to the best of our information and according to the explanations
given to us, the remuneration paid by the Company to its directors during the year is in
accordance with the provisions of Section 197 of the Act.
(h) With respect to the other matters to be included in the Auditors Report in
accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in
our opinion and to the best of our information and according to the explanations give to
us:
i. The Company has not disclosed the impact of pending litigation on its financial
position in its Standalone financial statements of lease hold residential plot carrying
value of Rs.3.69 lakhs which is under dispute.
ii. The Company did not have any long-term contracts including derivatives contracts
for which there were any material foreseeable losses. iii.There were no amounts which
required to be transferred by the Company to the Investor Education and Protection Fund.
iv. (a). The Management has represented that, to the best of it s 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 person or
entity, 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). The Management has represented, that to the best of it s knowledge and belief, no
funds have been Received by the Company from any person or entity, 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 behalfof 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 (i) and (ii) of Rule 11(e) as provided
under paragraph 2(h)(iv)(a)&(b) above, contain any material misstatement.
v. No dividend have been declared or paid during the year by the company.
vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books
of account using accounting software which has a feature of recording audit trail (edit
log) facility is applicable to the Company with effect from April 1, 2023, and
accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is
not applicable for the financial year ended March 31, 2023.
FOR SHYAM RASTOGI & CO.
Chartered Accountants(FRN 506951C)
Sd/-
SHYAM RASTOGI
(Partner)
M.No.085687
UDIN:22085687AJXACY2557
Place:- Delhi
Date :- 30-05-2023
ANNEXURE A TO THE INDEPENDENT AUDITOR S REPORT
(Referred to in paragraph1under Report on Other Legal and Regulatory Requirements
section of our Independent Auditors Report to even date to the members of Tradewell
Holdings Limited on the standalone financial statements as of and for the year ended
31 March 2023.
Report on the matters specified in paragraph 3 and 4 of the Companies(Auditors
Report)Order, 2020 issued by the Central Government of India in terms of Section 143 of
the Companies Act, 2013 (‘the Act)
i) In respect of the Company s fixed assets:
a) A) The company is maintaining proper records showing full particulars, including
quantitative details and situation of Property, Plant and Equipment;
(B) The company is maintaining proper records showing full particulars of intangible
assets; b)As explained to us, Property, Plant and Equipment have been physically verified
by the management at reasonable intervals; no material discrepancies were noticed on such
verification;
c) According to the information and explanations given to us and the records examined
by us and based on the examination of the conveyance deed provided to us, we report that,
the title deeds, comprising all the immovable freehold properties of land and buildings
are held in the name of the Company as at the balance sheet date, except a lease hold
residential plot carrying value of Rs. 3.69 lakhs which is under dispute which would
impact its financial position.
d) The Company has not revalued its Property, Plant and Equipment and intangible assets
during the year. Accordingly, the provisions of clause 3(i)(d) of the Order are not
applicable.
e) There are no proceedings which have been initiated or are pending against the
Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988
(45 of 1988) (as amended in 2016) and rules made thereunder. Accordingly, the provisions
of clause 3(i)(e) of the Order are not applicable.
ii) a) Stock in trade comprises the inventories of shares and securities which were
physically verified and reconciled by the management with reference to
confirmation/statements from brokers and holding statement from depository participants,
during the year and coverage and procedure of such verification by the management is
appropriate. No discrepancies of 10% or more in aggregate of such verification was noticed
.
b)No working limit was sanctioned from banks/financial institutions during the year on
the basis of current assets of the company Accordingly, the provisions of clause
3(ii)(b)of the Order are not applicable.
iii) During the year the company has not made investments in, nor 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 clause 3(i) (a) to (f) of the Order are not applicable to
the Company and hence not commented upon.
iv) In our opinion and according to the information and explanations given to us, the
company has not entered any transactions covered section 185 and 186 of the Companies Act,
2013 Accordingly, the provisions of clause 3(iv) of the Order are not applicable to the
Company.
v) The Company has not accepted any deposits from the public and hence the directives
issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other
relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 with
regard to the deposits accepted from the public are not applicable.
vi) As informed to us, the maintenance of Cost Records has not been specified by the
Central Government under sub-section (1) of Section 148 of the Act, in respect of the
activities carried on by the company. Accordingly, the provisions of clause 3 (vi) of the
Order are not applicable
vii) According to the information and explanations given to us, in respect of statutory
dues:
a)The Company was generally been regular in depositing undisputed statutory dues,
including Provident Fund-administrative charges, Income Tax, Good and Service Tax, Cess
and other material statutory dues applicable to it with the appropriate authorities.
b)There were no undisputed amounts payable in respect of Provident Fund- administrative
charges, Income Tax, Good and Service Tax, Cess and other material statutory dues in
arrears as at March 31, 2023 for a period of more than six months from the date they
became payable.
viii)According to the information and explanations given by the management, the company
has not surrendered or disclosed any transactions, previously unrecorded in the books of
account in the tax assessments under income tax act,1961(43 of 1961) as income during the
year .Accordingly, the provisions of clause 3 (viii) of the Order are not applicable.
(ix)(a) In our opinion and according to the information and explanations given by the
management, we are of the opinion that 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 by the management, the company
is not declared willful defaulter by any bank or financial institution or other lender;
(c) In our opinion and according to the information and explanations given by the
management, the Company has utilized the money obtained by way of term loans during the
year for the purposes for which they were obtained,
(d) In our opinion and according to the information and explanations given by the
management, funds raised on short term basis have not been utilised for long term
purposes. (e) In our opinion and according to the information and explanations given by
the management, 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) In our opinion and according to the information and explanations given by the
management, the company has not raised loans during the year on the pledge of securities
held in its subsidiaries, joint ventures or associate companies.
x) a) Based upon the audit procedures performed and the information and explanations
given by the management, the company has not raised moneys by way of initial public offer
or further public offer including debt instruments and term Loans. Accordingly, the
provisions of clause 3 (x)(a) of the Order are not applicable .
b) The company had not made any preferential allotment or private placement of shares
/fully or partially or optionally convertible debentures during the year under audit.
Accordingly, the provisions of clause 3 (x)(b) of the Order are not applicable .
xi)Based upon the audit procedures performed and the information and explanations given
by the management, we report that no fraud by the Company or on the company by its
officers or employees has been noticed or reported during the period. Accordingly, the
provisions of clause 3
(xi) of the Order are not applicable .
xii) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of
clause 3 (xii) of the Order are not applicable to the Company.
xiii) In our opinion, all transactions with the related parties are in compliance with
section 177 and 188 of Companies Act, 2013 and the details have been disclosed in the
Financial Statements as required by the applicable accounting standards.
xiv) (a) According to the information and explanations given by the management, 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
us;
xv) On the basis of the information and explanations given to us, in our opinion during
the year the company has not entered into any non-cash transactions with directors or
persons connected with him. Accordingly, the provisions of clause 3 (xv) of the Order are
not applicable .
xvi)(a) In our Opinion and based on our examination, the Company is not required to be
registered under section 45-IA of the Reserve Bank of India Act, 1934 (2 of 1934).
(b) In our Opinion and based on our examination, the Company has not conducted any
Non-Banking Financial or 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 and based on our examination, the Company is not a Core Investment
Company (CIC) as defined in the regulations made by the Reserve Bank of India.
(d) According to the information and explanations given by the management, the Group
does not have any CIC as part of the Group.
xvii) The company has incurred cash loss rupees 48.74 Lakhs in the financial year and
rupees 10.49 Lakhs in the immediate financial year.
xviii) There has been no resignation of the statutory auditors during the year.
Accordingly, the provisions of clause 3 (xviii) of the Order are not applicable .
xix)) On the information obtained from the management and audit procedures performed
and on the basis of the financial ratios, ageing and expected dates of realisation of
financial assets and payment of financial liabilities, other information accompanying the
financial statements, the auditor s 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 within a period of one year from the balance sheet
date. We, however, state this is not an assurance as to the future viability of the
company .We further state that our reporting is based on the facts upto the date of audit
report and we neither give any guarantee nor an assurance that all liabilities falling due
within a period of one year from the date of balance sheet , will get discharged by the
company as and when they fall due.
xx) Based on our examination, the provision of section 135 are not applicable on the
company. Accordingly, the provisions of clause 3 (xx) of the Order are not applicable.
xxi) The company is not required to prepare Consolidate financial .Accordingly, the
provisions of clause 3 (xxi) of the Order are not applicable .
FOR SHYAM RASTOGI & CO.
Chartered Accountants(FRN 506951C)
Sd/-
SHYAM RASTOGI
(Partner)
M.No.085687
UDIN:22085687AJXACY2557
Place:- Delhi
Date :- 30-05-2023
ANNEXURE "B"TO INDEPENDENT AUDITORS REPORT
(Referred to in paragraph 2(f) under Report on Other Legal and Regulatory Requirements
section of our report of to the members of Tradewell Holdings Limited of even date)
Report on the Internal Financial Controls Over Financial Reporting 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 Tradewell
Holdings Limited ("the Company") as of March 31, 2023 in conjunction with
our audit of the standalone financial statements of the Company for the year ended on that
date.
Management s Responsibility for Internal Financial Controls
The Board of Directors of the company 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 company s 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 }issued by the Institute of Chartered Accountants of India and the Standard on
Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent
applicable to an audit of internal financial controls. The Guidance Note and those
Standard 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 auditor s judgment, including the assessment of the risks of
material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our audit opinion on the Company s internal financial controls system
over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
1. A company s internal financial control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A company s internal financial control over
financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in
accordance with 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 s assets that could have a
material effect on the financial statements.
Limitations of Internal Financial Controls over Financial Reporting
Because of the inherent limitations of internal financial controls over financial
reporting, including the possibility of collusion or improper management override of
controls, material misstatements due to error or fraud may occur and not be detected.
Also, projections of any evaluation of the internal financial controls over financial
reporting to future periods are subject to the risk that the internal financial control
over financial reporting may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
Opinion
In our opinion, the Company has, in all material respects, an adequate internal
financial controls system over financial reporting and such internal financial controls
over financial reporting were operating effectively as at March 31, 2023, based on the
internal control over financial reporting criteria established by the Company considering
the essential components of internal control stated in the Guidance Note on Audit of
Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered
Accountants of India.
FOR SHYAM RASTOGI & CO.
Chartered Accountants(FRN 506951C)
Sd/-
SHYAM RASTOGI
(Partner)
M.No.085687
UDIN:22085687AJXACY2557
Place:- Delhi
Date :- 30-05-2023
+91-9892691696
