INDEPENDENT AUDITORS’ REPORT
TO THE MEMBERS OF DIVINUS FABRICS LIMITED
Report on the Ind AS Financial Statements
We have audited the accompanying standalone Ind AS financial statements of Divinus
Fabrics Limited ("the Company"), which comprises the Balance Sheet as at 31st
March, 2019, and the Statement of Profit and Loss, (including Other Comprehensive Income),
the Statement of Cash Flows & Changes in Equity for the year then ended and a summary
of the significant accounting policies and other explanatory information (herein after
referred to as " the standalone Ind AS Financial Statement").
In our opinion and to the best of our information and according to the explanations
given to us, the aforesaid standalone 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, 2019, the profit and total
comprehensive income, changes in equity and its cash flows for the year ended on that
date.
Basis for Opinion
We conducted our audit of the standalone financial statements in accordance with the
Standards on Auditing specified under section 143(10) of the Act (SAs). Our
responsibilities under those Standards are further described in the Auditor’s
Responsibilities for the Audit of the Standalone 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 independence
requirements that are relevant to our audit of the standalone 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 ICAI’s Code of
Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our audit opinion on the standalone financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the standalone financial statements of the current period.
These matters were addressed in the context of our audit of the standalone financial
statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
Information Other than the Standalone Financial Statements and Auditor’s Report
Thereon
The Company’s Board of Directors is responsible for the preparation of the other
information. The other information comprises the information included in the Management
Discussion and Analysis, Board’s Report including Annexures to Board’s Report,
Business Responsibility Report, Corporate Governance and Shareholder’s Information,
but does not include the standalone financial statements and our auditor’s report
thereon.
Our opinion on the standalone financial statements does not cover the other information
and we do not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility
is to read the other information and, in doing so, consider whether the other information
is materially inconsistent with the standalone financial statements or our knowledge
obtained during the course of our audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact. We have
nothing to report in this regard.
Management’s Responsibility for the Standalone Ind AS Financial Statements
The Company’s Board of Directors is responsible for the matters stated in section
134(5) of the Act with respect to the preparation of these standalone financial statements
that give a true and fair view of the financial position, financial performance, total
comprehensive income, changes in equity and cash flows of the Company in accordance with
the Ind AS and other accounting principles generally accepted in India. This
responsibility also includes maintenance of adequate accounting records in accordance with
the provisions of the Act for safeguarding the assets of the Company and for preventing
and detecting frauds and other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that are reasonable and prudent; and
design, implementation and maintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completeness of the accounting
records, relevant to the preparation and presentation of the standalone financial
statements that give a true and fair view and are free from material misstatement, whether
due to fraud or error.
In preparing the standalone financial statements, 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 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 responsible for overseeing the Company’s financial
reporting process.
Auditors’ Responsibility
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 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 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, forgery, intentional omissions, misrepresentations, or the override of internal
control.
• Obtain an understanding of internal financial controls 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 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 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 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 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 financial statements may be influenced. We consider
quantitative materiality and qualitative factors in (i) planning the scope of our audit
work and in evaluating the results of our work; and (ii) to evaluate the effect of any
identified misstatements in the financial statements.
We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any
significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied
with relevant ethical requirements regarding independence, and to communicate with them
all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the standalone financial statements
of the current period and are therefore the key audit matters. We describe these matters
in our auditor’s 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, 2016 ("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
paragraph 3 and 4 of the order.
2. As required by Section143 (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 accounts as required by the law have been kept by
the Company so far as it 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 accounts;
d. In our opinion, the aforesaid Ind AS Financial Statements comply with the Indian
Accounting Standards prescribed under Section 133 of the Act. read with relevant rules
issued thereunder;
e. on the basis of the written representation received from the directors as on 31st
March 2019, and taken on record by the Board of Directors, none of the directors is
disqualified as on 31st March 2019 from being appointed as a director in terms
of section 164(2) of the Companies Act, 2013;
f. With respect to the adequacy of the internal financial controls over the
financial reporting of the Company and operating effectiveness of such controls, refer to
our separate Report in "Annexure B"; our report expresses an unmodified opinion
on the adequacy and operating effectiveness of the Company’s internal financial
control over financial reporting.
g. With respect to the other matters to be included in the Auditor’s Report in
accordance with Rule11 of the Companies (Audit and Auditors) Rules,2014, as amended, in
our opinion and to the best of our information and according to the explanations given to
us:
i. The Company has no pending litigation as at 31st March 2019 which has
impact on its financial position in its standalone Ind AS financial statement;
ii. The Company did not have any long-term contracts and had no derivative contracts
o/s as at 31st March, 2019 and;
iii. The Company did not have any dues required to be transferred by it to the Investor
Education and Protection Funds.
| For Amit Manoj & Co. |
|
| Chartered Accountants |
|
| FRN: 009905C |
|
| CA Manoj Kumar |
|
| (Partner) |
Date: 29th May 2019 |
| Membership No. 505131 |
Place: New Delhi |
ANNEXURE TO THE INDEPENDENT AUDITORS’ REPORT
The Annexure "A" referred to in paragraph 7 of our report of even date to the
members of DIVINUS FABRICS LIMITED on the Ind AS Financial Statements for the year
ended 31st March, 2019.
(i) In respect of its fixed Assets:
-There are no fixed assets in the company.
ii) (a) The inventories have been physically verified during the year lying at various
project sites by the management at reasonable intervals.
(b) In our opinion, no material discrepancies were noticed on physical verification of
stocks.
iii) According to the information and explanations given to us during the year, the
Company has not granted any loans, secured or unsecured to companies, firm, Limited
Liability
Partnership or other parties covered in the register maintained under section 189 of
the
Companies Act, 2013. Therefore the provisions of clauses (iii) (a) & (b) of the
said order is not applicable.
iv) According to the information and explanation given to us, there are no loans,
investments, guarantees, and securities granted in respect of which provisions of section
185 and 186 of the Companies Act, 2013 are applicable. Hence, clause 3(iv), of the order
is not applicable.
v) The Company has not accepted any deposits during the year and hence paragraph 3(v)
of the Order is not applicable to the Company.
vi) The Central Government has not prescribed maintenance of cost records under clause
(d) of Sub Section (1) of Section 148 of the Companies Act, 2013. Thus reporting under
clause 3(vi) of the order is not applicable to the company.
vii) According to the information and explanations given to us, in respect of statutory
dues:
a) The Company is generally regular in depositing undisputed statutory dues including
Provident Fund, Employees State Insurance, Income Tax , Sales Tax , Service Tax , Goods
and Service Tax (GST), Custom Duty, Excise Duty, Value Added Tax, Cess and other statutory
dues applicable to it with the appropriate authorities.
b) There is no undisputed amount payable in respect of Provident Fund, Income Tax,
Sales Tax, Value Added Tax, Custom Duty, Service Tax, Goods and Service Tax (GST), Cess
and other material statutory dues in arrears as at 31st March 2019 for the period of more
than six months from the date they became payable.
(c) According to the records and information and explanation given to us and the
records examined by us of the Company, there were no dues in respect of Income Tax, Sales
Tax, Service Tax, Goods and Service Tax (GST), Customs Duty, Excise Duty, Value Added Tax,
Cess and other statutory dues which have not been deposited on account of disputes.
viii) In our opinion and according to the information and explanations given to us, the
company has not taken any loans from financial institutions and banks and has not issued
any debentures.
ix) In our opinion and according to the information and explanations given to us, the
Company has not done any initial public offer or further public offer (including debt
instrument) and the monies raised by way of term loans were applied for the purpose for
which the loans were obtained.
x) Based upon the audit procedures performed and to the best of our knowledge and
according to the information and explanations given to us by the management, we report
that no fraud by the Company or any fraud on the company by its officer or employees has
been noticed or reported during the course of our audit.
xi) Based upon the audit procedures performed and the information and explanation given
by the management, the managerial remuneration has been paid or provided in accordance
with the provisions of section 197 read with Schedule V to the Companies Act.
xii) In our opinion and according to the information and explanations given to us, the
Company is not a Nidhi Company and hence paragraph 3 (xii) of the Order is not applicable
to the Company.
xiii) As explained to us and as per the records of the company, in our opinion the
transactions with the related parties are in Compliance with Section 177 and Section 188
of the Companies Act, 2013 and the details have been disclosed in the financial statements
as required by the applicable Accounting Standards.
xiv) Based upon the audit procedures performed and the information and explanation
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 under
review.
xv) During the year, the Company has not entered into any non-cash transaction with
Director or person connected with him. Hence paragraph 3 (xv) of the Order is not
applicable to the Company.
xvi) The Company is not required to be registered under section 45-1A of the Reserve
Bank of India Act, 1934 and hence paragraph 3 (xvi) of the Order is not applicable to the
Company.
| For Amit Manoj & Co. |
|
| Chartered Accountants |
|
| FRN: 009905C |
|
| CA Manoj Kumar |
|
| (Partner) |
Date: 30th May 2019 |
| Membership No. 505131 |
Place: New Delhi |
ANNEXURE "B" TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE
STANDALONE IND AS FINANCIAL STATEMENTS OF DIVINUS FABRICS LIMITED
Report on the Internal Financial Controls over Financial reporting under Clause (i) of
Subsection 3 of Section 143 of the Companies Act, 2013 ("the Act")
We have audited the internal financial controls over financial reporting of Divinus
Fabrics Limited ("the Company") as at 31st March, 2019 in
conjunction with our audit of the Ind AS financial statements of the Company for the year
ended on that date.
Management’s Responsibility for Internal Financial Controls
The Company’s management is responsible for establishing and maintaining internal
financial controls based on "the internal control over financial reporting criteria
established by the Company considering the essential components of internal control stated
in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting
issued by the Institute of Chartered Accountants of India". These responsibilities
include the design, implementation and maintenance of adequate internal financial controls
that were operating effectively for ensuring the orderly and efficient conduct of its
business, including adherence to 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") 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 auditor’s 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 Company’s 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.
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 31st, 2019, 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 Amit Manoj & Co. |
|
| Chartered Accountants |
|
| FRN: 009905C |
|
| CA Manoj Kumar |
|
| (Partner) |
Date: 29th May 2019 |
| Membership No. 505131 |
Place: New Delhi |
+91-9892691696
