To the Members of Containerway International Limited
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of Containerway international
Limited ("the Company"), which comprise the Balance Sheet as at 31st
March 2022, the Statement of Profit and Loss (including Other Comprehensive Income), the
Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a
summary of the 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 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
including Indian Accounting Standards (‘Ind AS) specified under Section 133 of
the Act, of the state of affairs (financial position) of the Company as at 31 March 2022,
and its losses (financial performance including other comprehensive income), its cash
flows and the changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing
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 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 as a
whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters. Based on the size, scale and business of the company and in our
professional judgment, we find it prudent to report that there is no significant key audit
matter, which requires our comment.
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 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.
Responsibility of Management for 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 state of affairs (financial position),
profit or loss (financial performance including other comprehensive income), changes in
equity and cash flows of the Company in accordance with the accounting principles
generally accepted in India, including the Ind AS specified under Section 133 of the Act.
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 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.
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 Standards on Auditing 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 thebasis of these financial statements.
As part of an audit in accordance with Standards on Auditing, 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
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.
Communication with those charged with governance
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 Government of
India in terms of sub-section 11 of section 143 of the Act, we give in
the "Annexure-I", a statement on the matters specified in paragraphs 3
and 4 of the said 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 purpose 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 the Cash
Flow Statement dealt with by this Report are in agreement with the books of account;
d) In our opinion, the aforesaid financial statements comply with the
Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the
Companies (Accounts) Rules, 2014;
e) On the basis of the written representations received from the
directors as on 31st March 2022 taken on record by the Board of Directors ,
none of the directors is disqualified as on 31 March 2022 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-II";
g) With respect to the matter to be included in the Auditors
Report under section 197(16), In our opinion and according to the information and
explanations given to us, the remuneration paid by the Company to its directors during the
current year is in accordance with the provisions of section 197 of the Act. The
remuneration paid to any director is not in excess of the limit laid down under section
197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under
section 197(16) which are required to be commented upon by us.
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, in our opinion and to the 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. 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 person(s) or entity(ies), 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 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, 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; and c) Based on such audit procedures 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 (a) and (b) above, contain any material mis-statement
v. No dividend have been declared or paid during the year by the
company.
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For and on behalf of |
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B. Aggarwal & Co. |
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Chartered Accountants |
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Firm Registration No. 004706N |
|
Kapil Dev Aggarwal |
| Place :New Delhi |
(Partner) |
| Date :30.05.2022 |
Membership No. 082908 |
|
UDIN:22082908AJXFVT6026 |
ANNEXURE-I TO THE INDEPENDENT AUDITORS REPORT
The Annexure referred to in Independent Auditors Report to the
members of the Company on the financial statements for the year ended March 31, 2022, we
report that:
1. The Company does not own any Property Plant & equipment; hence
the requirements of this para are not applicable to the Company.
2. The Company did not have any inventory during the year; hence the
requirements of this para are not applicable to the Company.
3. The Company has not granted any loans, secured or unsecured to
companies, firms, Limited Liability partnerships or other parties covered in the Register
maintained under section 189 of the Act.
4. The company has not given any loan, guarantee and security to and on
behalf of any of its Directors as stipulated under section 185 of the Act and the Company
has not made any loan and investment for which compliance are to be complied with the
provisions of section 186 of the Act.
5. The Company has not accepted any deposits from the public.
6. The Company is not required to maintain cost records as prescribed
under section 148(1) of the Act.
7. a) According to the information and explanations given to us and on
the basis of our examination of the records of the Company, amounts deducted/ accrued in
the books of account in respect of undisputed statutory dues including provident fund,
income tax, sales tax, service tax, duty of customs, value added tax, cess and other
material statutory dues (whichever applicable) have been generally regular regularly
deposited during the year by the Company with the appropriate authorities. As explained to
us, the Company did not have any dues on account of employees state insurance and
duty of excise.
According to the information and explanations given to us, no
undisputed amounts payable in respect of provident fund, income tax, goods and service
tax, duty of customs, value added tax, cess and other material statutory dues were in
arrears as at 31 March 2022 for a period of more than six months from the date they became
payable.
8. According to the information and explanations given to us, the
company has not taken any loan from any financial institution or bank Government or dues
to debenture holders; hence clause (viii) of paragraph 3 of the Order is not applicable.
9. The company did not raise any money by way of initial public offer
or further public offer (including debt instruments) and term Loans during the year.
Accordingly, paragraph 3 (ix) of the Order is not applicable to the Company.
10. According to the information and explanations given to us, no
material fraud by the Company or on the Company by its officers or employees has been
noticed or reported during the course of our audit.
11. According to the information and explanations given to us and based
on our examination of the records of the Company, the Company has not paid/provided for
any managerial remuneration during the year.
12. In our opinion and according to the information and explanations
given to us, the Company is not a Nidhi company; hence clause (xii) of paragraph 3 of the
Order is not applicable.
13. According to the information and explanations given to us and based
on our examination of the records of the Company, transactions with the related parties
are in compliance with sections 177 and 188 of the
Act where applicable and details of such transactions have been
disclosed in the financial statements as required by the applicable accounting standards.
14. Based upon the audit procedures performed and the information and
explanations given by the management, the company has not made any preferential allotment
or private placement of shares or fully or partly convertible debentures during the year.
15. According to the information and explanations give to us and based
on our examination of the records of the Company, 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.
16. The company is not required to be registered under section 45-IA of
the Reserve Bank of India Act, 1934.
17. The company has not incurred cash losses in the financial year and
in the immediately preceding financial year.
18. There has not been any resignation of the statutory auditors during
the year.
19. 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 auditors knowledge of the Board of
Directors and management plans, we as a auditor give our 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
20. (a) The company has not any ongoing or other projects, therefore
the provision of this clause is not applicable. 21. There have not been any qualifications
or adverse remarks by the respective auditors in the Companies (Auditors Report) Order
(CARO) reports of the companies included in the consolidated financial statements.
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For and on behalf of |
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B. Aggarwal & Co. |
|
Chartered Accountants |
|
Firm Registration No. 004706N |
|
Kapil Dev Aggarwal |
| Place :New Delhi |
(Partner) |
| Date :30.05.2022 |
Membership No. 082908 |
|
UDIN:22082908AJXFVT6026 |
"Annexure II" to the Independent Auditors Report of
even date on the Financial Statements of Containerway International Limited Report on the
Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the
Companies Act, 2013 ("the Act")
We have audited the internal financial controls over financial
reporting of Containerway International Limited ("the Company") as of 31 March
2022 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 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 Companies Act, 2013.
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal
financial controls over financial reporting based on our audit. We conducted our audit in
accordance with the Guidance Note on Audit of Internal Financial Controls over Financial
Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI
and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the
extent applicable to an audit of internal financial controls, both applicable to an audit
of Internal Financial Controls and, both issued by the Institute of Chartered Accountants
of India. Those Standards and the Guidance Note require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether
adequate internal financial controls over financial reporting was established and
maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about
the adequacy of the internal financial controls system over financial reporting and their
operating effectiveness. Our audit of internal financial controls over financial reporting
included obtaining an understanding of internal financial controls over financial
reporting, assessing the risk that a material weakness exists, and testing and evaluating
the design and operating effectiveness of internal control based on the assessed risk. The
procedures selected depend on the auditors judgment, including the assessment of the
risks of material misstatement of the financial statements, whether due to fraud or error.
We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the Companys internal
financial controls system over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
A companys internal financial control over financial reporting is a
process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A companys internal financial control over
financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts
and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on the 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.
Emphasis of Matter
The Company needs to formally document the policies and procedure
adopted for internal financial controls system over financial reporting though the same
have been adopted, communicated and followed by the process owners. Our report is not
qualified in this respect.
Opinion
In our opinion, the Company has, in all material respects, an adequate
internal financial controls system over financial reporting and such internal financial
controls over financial reporting were operating effectively as at 31st March
2022, 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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For and on behalf of |
|
B. Aggarwal & Co. |
|
Chartered Accountants |
|
Firm Registration No. 004706N |
|
SD/- |
|
Kapil Dev Aggarwal |
| Place: New Delhi |
(Partner) |
| Date :30.05.2022 |
Membership No. 082908 |
|
UDIN:22082908AJXFVT6026 |
+91-9892691696
