<dhhead>INDEPENDENT AUDITORS REPORT</dhhead>
To
The Members of
Glrlraj Civil Developers Limited
I. Report on the Audit of the Standalone financial Statements
1. Opinion
a) We have audited the accompanying Standalone Financial Statements of Giriraj
Civil Developers Limited ("the Company"), which comprise the Balance Sheet
as at March 31, 2073, the Statement of Profit and Loss (Including Other Comprehensive
Income), the Statement of Changes In Equity and the Statement of Cash Rows for the year
ended on that date, and a summary of the significant accounting pollaes and other
explanatory information (hereinafter referred to as "the Standalone Financial
Statements").
b) 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 Standards
prescribed under section 133 of the Act read with the Companies (Accounting Standards)
Rules, 2015, as amended, and other accounting principles generally accepted In India, of
the state of affairs of the Company as at March 31, 2023, the profit and total
comprehensive Income, changes in equity and its cash flows for the year ended on that date
2. Basis of 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 Auditors
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 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 ICAl’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.
3. Information Other than the Standalone Financial Statements and
Auditors Report
Thereon:
a) The Companys 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, Boards Report induding Annexunes to Boards Report,
Business Responsibility Report, Corporate Governance and Shareholders Information, 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.
b) 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 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
no material misstatement of this other Information, we are required to report that fact.
We have nothing to report In this regard.
4. Managements Responsibility for the Standalone Financial Statements
a) 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 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 accounting standard 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.
b) In preparing the Standalone Financial Statements, management Is
responsible for assessing the Companys ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the going concern
basis of accounting unless management either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so. The Board of Directors are
responsible for overseeing the Companys financial reporting process.
5. Auditors Responsibilities for the Audit of the Standalone Financial
Statements
a) 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.
b) As part of an audit in accordance with SAs, we exercise professional
judgment and maintain professional skepticism throughout the audit. We also:
l) 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.
il) 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 I43(3)(i) of the Act, we are also responsible for expressing our opinion on
whether the Company has adequate internal financial controls with reference to financial
statements In place and the operating effectiveness of such controls.
Ill) Evaluate the appropriateness of accounting polities used and the
reasonableness of accounting estimates and related disclosures made by management
iv) 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
v) 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
c) 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.
d) 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.
e) We also provide those charged with governance with a statement that
we have compiled 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.
II. Report on other Legal and regulatory requirements
1. As required by Section 143(3) of the Act, based on our audit 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 Other
Comprehensive Income, Statement of Changes In Equity and the Statement of Cash Row dealt
with by this Report are in agreement with the relevant books of account
d) In our opinion, the aforesaid standalone financial statements comply
with the accounting standard 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 March 31, 2023 taken on record by the Board of Directors, none of the
directors is disqualified as on March 31, 2023 from being appointed as a director in terms
of Section 164 (2) of the Act.
f) With respect to the adequacy of the internal financial controls with
reference to financial statements of the Company and the operating effectiveness of such
controls, refer to our separate Report in "Annexure A". Our report
expresses an unmodified opinion on the adequacy and operating effectiveness of the
Companys Internal financial controls with reference to financial statements.
g) With respect to the other matters to be included In the Auditors
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, 2021, as
amended In our opinion and to the best of our information and according to the
explanations given to us:
I) The Company has disclosed the impact of pending litigations on Its
financial position In Its Standalone Rnandal Statements
II) The Company has made provision, as required under the applicable
law or accounting standards, for material foreseeable losses, if any, on long-term
contracts Including derivative contracts
ill) There has been no delay In transferring amounts, 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, other than as disclosed in the notes 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
entity(les), Including foreign entities ("Intermedianes"), with the
understanding, whether recorded in writing or otherwise, that the /?*}>? ,
Intermediary shall, whether, directly or Indirectly lend or invest In other persons or
entitles
\ Identified in any manner whatsoever by or on behalf of the
company ("Ultimate Beneficiaries") / J or provide any guarantee, security or the
like on behalf of the Ultimate Beneficiaries;
• M No
b) The management has represented, that, to the best of its knowledge
and belief, other than as disclosed in the notes to the accounts, no funds have been
received by the company from any person(s) or entlty(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 the auditor has considered
reasonable and appropnate In the circumstances, nothing has come to their notice that has
caused them to believe that the representations under sub-dause (a) and (b) contain any
material mis-statement.
d) The company has not declared or paid dividend during the year in
contravention of the section 123 of the Companies Act, 2013
2. As required by the Companies (Auditors Report) Order, 2020
("the Order") issued by the Central Government In terms of Section 143(11) of
the Act, we give in "Annexure B" a statement on the matters specified in
paragraphs 3 and 4 oF the Order.
For R H A D & Co. |
Chartered Accountants |
(Firm Reg. No. 102588W) |
(Dinesh Bangar) |
Partner |
M.No.036247 |
Place: Mumbai |
Dated: 29/05/2023 |
UDIN: 23036247BGYNAE3196 |
Annexure: A
Referred to paragraph II (l) (f) under Report on other legal and
regulatory Requirements of our
report of even date to the member of Giriraj Civil Developers
Limited on the financial statements
for the year ended March 31, 2023.
Report on the Internal Financial Controls under Clause (I) of Sub -
section 3 of Section
143 of the Act
1. We have audited the Internal financial controls over financial
reporting of Giriraj Civil Developers Limited (‘the Company) as of March 31,
2023 In conjunction with our audit of the financial statements of the Company for the year
ended on that date.
Managements Responsibility for Internal Financial Controls
2. 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 Accountant 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 fraud 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
3. 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 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 ICAI. 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.
4. 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 exits, 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 risk of material misstatement of the financial statements, whether due
to fraud or error.
5. 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 systems over financial reporting.
Meaning of Internal Financial Controls over Financial Reporting
6. 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 statement for external purpose In accordance
with generally accepted accounting principles. A companys internal financial control over
financial reporting includes those policies and procedures that
I. Pertain to the maintenance of records that , in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the
company;
II. 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
III. 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
7. 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
8. In our opinion, the Company has, In all materials 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 R H A D & Co. |
Chartered Accountants |
(Firm Reg. No. 102588W) |
(Olnesh Bangar) |
Partner |
M.No. 036247 |
Place: Mumbai |
Dated: 29/05/2023 |
Annexure: B
Annexure-B Referred to in paragraph titled as 11(2) "Report on
Other Legal and Regulatory Requirements" of Independent Auditors Report to Members
of GIRIRAJ CIVIL DEVELOPERS LIMITED for the year ended 31** March 2023.
1. (a) (A)The Company Is maintaining proper records showing full
particulars. Including quantitative details and situation of Its property, plant and
equipment.
(B) The Company is maintaining proper records showing full particulars,
Including quantitative details and situation of its intangible assets.
(b) As explained to us the property, plant and equipment have been
physically verified by the Management at reasonable Intervals during the year. We are
Informed that no material discrepancies have been noticed by the management on such
verification as compared to the aforesaid records of property, plant and equipment.
(c) As per the information and documents provided to us the company
does hold any immovable property, therefore question of title deeds of all the immovable
properties are held in the name of the company does not arise.
(d) The company has not revalued its Property, Plant and Equipment
during the year.
(e) According to the information and explanation given to us and based
on our examination of the records of the company, the company do not hold any benami
property under the Benaml Transactions (Prohibition) Act,1988 (45 of 1988) and rules made
thereunder.
2. (a) The management has conducted physical verification of Inventory
at reasonable intervals, and in the opinion of the auditor, the coverage and procedure of
such verification by the management Is appropriate; there Is no any discrepancies of 10%
or more in the aggregate for each class of Inventory were noticed.
(b)The company has been sanctioned working capital limits in excess of
five crore rupees, in aggregate, from a bank on the basis of security of current assets;
the quarterly returns and statements filed by the company with bank is in agreement with
the books of account of the company.
3. (a) The Company has granted unsecured loans to Parties covered in
the register maintained under section 189 of the Companies Act, 2013 amount outstanding at
the end was Rs. 62.97 Lakhs (The maximum amount outstanding at any time during the year
Rs. 374.80 Lakhs).
(b) In our opinion and according to the Information and explanations
given to us, the loans given are not pnmn facie prejudicial to the Interest of the
Company, the company has charged Interest from these parties.
(c) In our opinion and according to the information and explanations
given to us. there was no stipulation as to repayment of principal amount and Interest.
However, such Loans and Interest are repayable on demand.
4. a) In our opinion and according to the Information and explanations
given to us, the company has not complied with the provisions of section 185 of the
Companies Act, 2013. The company has granted loan to related parties during the year to
the extent of Rs. 234.98 Lakhs and interest thereon charged; year-end balance were Rs.
62.97 Lakhs towards principal and Interest amount.
b) In our opinion and according to the Information and explanations
given to us, the company has \ t compiled with the provisions of section 186 of the
Companies Act, 2013.
v —
. Jr. The Company has not accepted any deposits or amount which are
deemed to deposit from the
public and hence the directives issued by the Reserve Bank of India and
the provisions of Sections
i.w ^ "
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
arc not applicable.
6 It was informed that the central government nas not prescribed for
maintenance of cost records as required under section 148 of the Companies Act, 2013.
7 (a) According to the Information and explanations given to us and the
books and records examined by us, the Company has been generally regular In depositing
undisputed statutory dues including Goods and Services Tax, provident fund. Employees
state insurances, income-tax, saies-tax, service tax, duty of customs, duty of excise,
value added tax, cess and any other statutory dues with the appropriate authorities, dues
which have remained outstanding as at the last day of the financial year concerned for a
period of more than six months from the date, they became payable.
(b) According to the Information and explanations given to us and the
records of the Company examined by us, there are no dues of sales tax, service tax, duty
of customs, duty of excise, and cess, value added tax which have not been deposited on
account of any dispute, except the Income tax demand which have not been deposited on
account of a dispute are as follows:
Name of the statute |
Nature of dues |
Amount
(Rs. in Lakhs) |
Period to which the amount
relates |
Forum where the dispute is
pending |
Income Tax Act, 1961 |
Income
Tax
demand |
7.63 |
AY 201 M2 |
The Commissioner of Income Tax
(Appeals) |
Income Tax Act, 1961 |
Income
Tax
demand |
148.34 |
AY 2018-19 |
The Commissioner of Income Tax
(Appeals) |
8 In our opinion and according to the information and explanations
given to us, there Is no transaction of surrendered or disclosed as income during the year
In the tax assessments under the Income Tax Act, 1961 (43 of 1961).
9 (a)In our opinion and according to the information and explanations
given to us, the Company has settled the loan In the previous year outstanding amount paid
during the year as per the term of settlement,
(b) The company Is not declared as wilful defaulter by any bank or
financial institution or other lender;
(c) The Companys term loans were applied for the purpose for which the
loans were obtained;
(d) The companys funds raised on short term basis have not been
utilised for long term purposes.
(e) 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.
(0 The company has not raised loans during the year on the pledge of
securities held in its subsidiaries, Joint ventures or associate companies.
40 (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 (including debt ( — instruments) during the year.
*1 U.IIC
034247 JSj]
(b) Based upon the audit procedures performed and the Information and
explanations given by the management, the company has made preferential allotment of 80000
Equity shares at the premium of Rs.261 per Share , the company has not made any private
placement of shares or convertible debentures (fully, partially or optionally convertible)
during the year.
11 (a) In our opinion and according to the Information and explanations
given to us by the Company, there is no fraud by the company or any fraud on the company
has been noticed or reported during the year.
(b) In our opinion and according to the information and explanations
given to us, auditor is not required to file form ADT-04 under sub-section (12) of section
143 of the Companies Act as prescribed under rule 13 of Companies (Audit and Auditors)
Rules, 2014
(c) In our opinion and according to the Information and explanations
given to us by the company the auditor has not come across any whistle-blower complaints
received during the year against the company, further this clause Is also not applicable
to the company.
12 In our opinion and according to the information and explanations
given to us, the Company is not a Nldhl company. Accordingly, paragraph 3(xll) 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 os required by the
applicable accounting standards.
14 In our opinion the company has an Internal audit system commensurate
with the size of the Company and the nature of Its business.
15 In our opinion and according to the Information and explanations
given to us, 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.
16 According to the Information and explanations given to us and based
on our examination of the records of the Company, the company Is not required to be
registered under section 45-IA of the Reserve Bank of India Act. 1934, other para of
Clause 16(b), (c) and (d) are also not applicable to the company.
17 Based upon the audit procedures performed and the Information and
explanations given by the management, the company has not Incurred cash losses in the
financial year and In the Immediately preceding Financial year.
18 There has been no Instance of any resignation of the statutory
auditors occurred during the year
19 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 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 dote of the
audit report that company is not capable of meeting its liabilities existing at the date
of balance sheet as arid when they fall due within a period of one year from the balance
sheet date We, however, state that this is not an assurance as to the future viability of
the company. We further state that our reporting Is based on the facts up to the date of
the audit report and we neither give any guarantee nor any assurance that all liabilities
falling due within a period of one year from the balance sheet date, will get discharged
by the company as and when they fall due."
20 According to the Information and explanations given to us and based
on our examination of the records of the Company, provision of corporate social
responsibility (CSR) covered under section }35 of the Companies Act, 2013 not applicable
to the company, as its does not have net worth of .rupees five hundred crore or more, or
turnover of rupees one thousand crore or more or a net profit of Kipccs five crorc or more
during the Immediately preceding financial year, other para of Clause 2Q(b)ls also not
applicable to the company.
21 There is no qualifications or adverse remarks by the respective
auditors in the Companies (Auditor’s Report) Order (CARO) reports of the companies
Included In the consolidated financial statements,
For R H A D & Co. |
Chartered Accountants |
(Firm Reg. No. 10258SW) |
(Dinesh Bangar) |
Partner |
M.No.036247 |
Place: Mumbai |
Dated: 29/05/2023 |
+91-9892691696
