TO THE MEMBERS OF INDOWORTH HOLDINGS LIMITED
Report on the Standalone Financial Statements
1. Qualified Opinion
We have audited the standalone financial statements of INDOWORTH HOLDINGS LIMITED
("the Company"), which comprise the balance sheet as at 31stMarch,
2023, and the statement of Profit and Loss, (statement of changes in equity) and
the statement of cash flows for the year then ended, and notes to the financial
statements, including a summary of significant accounting policies and other explanatory
information (hereinafter referred to as "the Standalone Financial Statements").
In our opinion and to the best of our information and according to the explanations
given to us,except for the effects of the matter described in the Basis for Qualified
opinion section of our report, 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, 2021,
the loss and total comprehensive income, changes in equity and its cash flows for the year
ended on that date.
2. Basis for Qualified Opinion
a) The Company hold shares in unlisted equities and these investments are shown at
cost, The physical share certificates were not produced before us and the Company has not
assessed the fair value measurement of above investments nor has provided for any
provision for diminution.
b) Attention is invited to loans and advances given in earlier years which are subject
to confirmation and no provision for doubtful debt has been done by the management.
c) The Company has not done -provision of gratuity under Ind AS- 19 during the year.
We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion. We conducted our audit in accordance with Standards on
Auditing (SAs) prescribed under section 143(10) of the Companies Act, 2013. 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 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.
3. Emphasis on matters
a) Attention in invited to Note 21.9 wherein a sum Rs 11,25,.Lakhs is included in other
current assets ,paid to Asset Reconstruction Company (India) Limited (ARCIL) towards part
consideration for settlement of dues of other entities and their respective guarantors.
b) Note No 21.10 wherein a sum of Rs 137.13 Lakh paid to respective Banks towards part
consideration for settlement of dues of other entities and their respective guarantors.
Our opinion is not modified in respect of the above matter.
4. 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.
5. Other matter
The Company has provided for diminution in value of its investments held in its
subsidiaries companies a and written off the balance owing to such subsidiaries companies
as these subsidiaries Companies has opted for the strike off process during the period
under review and the company has no control over such Companies .
6. Managements Responsibility for the Standalone Financial Statements
The Companys 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 of
these standalone financial statements that give a true and fair view of the financial
position, financial performance, (changes in equity) and cash flows of the Company in
accordance with6 the accounting principles generally accepted in India, including the
accounting Standards specified under section 133 of the Act. This responsibility also
includes maintenance of adequate accounting records in accordance with 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 statement 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.
The Board of Directors are also responsible for overseeing the Companys financial
reporting process.
7. Auditors Responsibilities for the Audit of the Financial Statements
Our objectives are to obtained reasonable assurance about whether the Financial
Statements as a whole are free from material misstatement, whether due to fraud or error
and to issue and auditors report that includes our opinion. Reasonable assurance is a
high label of assurance, but is no a guarantee that an audit conducted in accordance with
SAs with always detect a material misstatement when it exist. Misstatement can arise from
fraud or error and the 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 scepticism 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 managements use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Companys
ability to continue as a going concern. If we conclude that a material uncertainty exists,
we are required to draw attention in our auditors report to the related disclosures in
the standalone financial statements or, if such disclosures are inadequate, to modify our
opinion. Our conclusions are based on the audit evidence obtained up to the date of our
auditors report. However, future events or conditions may cause the Company to cease to
continue as a going concern.
Evaluate the overall presentation, structure and content of the standalone financial
statements, including the disclosures, and whether the standalone financial statements
represent the underlying transactions and events in a manner that achieves fair
presentation.
Materiality is the magnitude of misstatements in the standalone financial statements
that, individually or in aggregate, makes it probable that the economic decisions of a
reasonably knowledgeable user of the 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 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.
8. Report on Other Legal and Regulatory Requirements
i) As required by the Companies (Auditors Report) Order, 2020 ("the Order")
issued by the Central Government in terms of Sub-section (11) of Section 143 of the Act,
we enclose in the Annexure A, a statement on the matters specified in the said
Order, to the extent applicable to the Company.
ii) As required by Section 143(3) of the Act, based on our audit we report that
a) We have sought and, except for the matters described in the Basis for Qualified
Opinion paragraph, 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 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 Cash Flows dealt with by this
Report are in agreement with the books of account;
d) In our opinion, the aforesaid Standalone Financial Statements comply with the Indian
Accounting Standards specified under Section 133 of the Act.;
e) On the basis of written representations received from the Directors as on 31st
March, 2023 taken on record by the Board of Directors, none of the Director is
disqualified as on 31st March, 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 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, Company
has not paid any remuneration to its directors during the year.
h) With respect to the other matters to be included in the Auditors Report in
accordance with amended 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 given to us:
i. The Company has disclosed the impact of pending litigations on its financial
position, wherever ascertainable.
ii. The Company did not have any long-term contracts including derivative contracts for
which there was any material foreseeable loss.
iii. There were no amounts 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 its knowledge and belief,
no funds (which are material either individually or in the aggregate) 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
entity ("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 (which are material either individually or in the aggregate) have been received by
the Company from any person or entity, including foreign entity ("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;
(c) Based on the 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 misstatement. v. There has been no declaration of dividend
by the Company during the year.
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 Goenka Shaw & Co
Firm Registration No: 310975E
Chartered Accountants
(CA Kishore Kumar Shaw)
Partner
Membership No: 052284 UDIN: Place: Kolkata
Dated: The 30TH day of May 2023
Annexure A to the Independent Auditors Report
Referred to in paragraph 8 of the Independent Standalone Auditors Report of even date
to the members of M/s. INDOWORTH HOLDINGS LIMITED (Formerly Uniworth Securities
Limited) on the Standalone Ind AS financial statements for the year ended March 31,
2023.
i) a) The Company is maintaining proper records showing full particulars, including
quantitative details and situation, of Property, Plant and Equipment.
b) Property, Plant and Equipment have been physically verified by the management during
the year, which in our opinion is reasonable having regard to the size of the company and
the nature of its fixed assets. As informed to us no discrepancies were noticed on such
physical verification.
c) The Company does not hold any immoveable property hence this clause is not
applicable.
d) The Company has not revalued its property, plant and equipment. Accordingly, the
requirements under paragraph 3(i)(d) of the order are not applicable to the Company.
e) There are no proceeding initiated or pending against the Company for holding benami
against the Company for holding benami property under the Benami Transactions
(Prohibition) Act ,1988 and the rules made thereunder. Accordingly, the provisions stated
in paragraph 3(i)(e) of the Order are not applicable to the Company.
ii) a) The Company has no inventory during the period under audit hence clause 3 ii(a)
of the order are not applicable to Company.
b) The Company has not been sanctioned working capital limits hence clause 3 ii(a) of
the order are not applicable to Company.
iii) The Company has not made any investments in, provided any guarantee or security or
granted any loans or advances in nature of loans, secured or unsecured to companies ,
firms , limited Liability Partnerships or any other parties .Hence , the requirement under
paragraphs 3(ii) of the Order are not applicable to the Company .
iv) The Company has not granted any loans or made any investments or provided any
guarantees or security to the parties covered under Sections 185 and 186. Therefore,the
reporting under clause 3(iv) of the Order are not applicable to the Company .
v) The Company has not accepted any deposits or amounts which are deemed to be deposits
within the meaning of Sections 73,74,75, and 76 of the Act and the Rules framed there
under to the extend notified.
vi) Maintenance of Cost records as prescribed by the Central Government under section
148(1) the Act, is not applicable.
vii) a) On the basis of examination of books of account of the Company and on the basis
of information and explanation given to us, the Company is regular in depositing
undisputed statutory dues including goods and service tax, provident fund, employees
state insurance, income tax, sales tax, service tax, duty of customs, duty of excise,
value added tax, cess and other material statutory dues and no undisputed amount payable
in respect of aforesaid dues were outstanding as at 31st March, 2023 for a
period of more than six months from the date of becoming payable.
b) On the basis of examination of books of account of the Company and on the basis of
information and explanation given to us by the management, there were no dues of goods and
service tax, provident fund, employees state insurance, income tax, sales tax, service
tax, duty of customs, duty of excise, value added tax, cess and other material statutory
dues as on the last day of the financial year concerned which have not been deposited on
account of any dispute.
viii) According to the records of the company examined by us and the information and
explanation given to us, there are no transactions in the books of account that has been
surrendered or disclosed as income during the year in the tax assessments under the Income
Tax Acts, 1961, that has not been recorded in the books of accounts.
ix) (a) The Company has not taken any loans or other borrowings from any lender. Hence
reporting under clause 3(ix)(a) of the Order is not applicable.
(b) The Company has not been declared wilful defaulter by any bank or financial
institution or government or any government authority.
(c) The Company has not taken any term loan during the year and there are no
outstanding term loans at the beginning of the year and hence, reporting under clause
3(ix)(c) of the Order is not applicable.
(d) On an overall examination of the financial statements of the Company, the Company
has not raised funds on short term and hence reporting on clause 3(ix)(d) of the Order is
not applicable.
(e) On an overall examination of the financial statements of the Company, the Company
has not taken any funds from any entity or person on account of or to meet the obligations
of its related companies.
(f) The Company has not raised any loans during the year and hence reporting on clause
3(ix)(f) of the Order is not applicable.
x) (a) The Company has not raised moneys by way of initial public offer or further
public offer (including debt instruments) during the year and hence reporting under clause
3(x)(a) of the Order is not applicable.
(b) During the year, the Company has not made any preferential allotment or private
placement of shares or convertible debentures (fully or partly or optionally) and hence
reporting under clause 3(x)(b) of the Order is not applicable.
xi) (a) No fraud by the Company and no material fraud on the Company has been noticed
or reported during the year.
(b) No report under sub-section (12) of section 143 of the Companies Act has been filed
in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014
with the Central Government, during the year and upto the date of this report.
(c) As represented to us by the management, there are no whistle blower complaints
received by the Company during the year.Accordingly, the provisions stated in clause
(xi)(c ) of the Order is not applicable to us .
xii) A the Company is not a Nidhi Company and the the Nidhi Rules ,2014 are not
applicable to it , the reporting under clause 3(xiii) of the Order are not applicable to
the Company.
xiii) 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 standalone financial statements as required by the
applicable accounting standards.
xiv) In our opinion and based on our examination, the Company does not require to
comply with provision of Section 138 of the Act .Hence , the provisions stated paragraph
3(xiv) (a) to (b) of the Order are not applicable to the Company..
xv) In our opinion during the year the Company has not entered into any non-cash
transactions with its Directors or persons connected with its directors and hence
provisions of section 192 of the Companies Act, 2013 are not applicable to the Company.
xvi) a) In our opinion, the Company is not required to be registered under section
45-IA of the Reserve Bank of India Act, 1934. Hence, reporting under clause 3(xvi)(a) and
xvii) (a) of the Order is not applicable.
(b) In our opinion, there is no core investment company within the Group (as defined in
the Core Investment Companies (Reserve Bank) Directions, 2016) and accordingly reporting
under clause 3(xvi)(d) of the Order is not applicable
xviii) The Company has not incurred any cash losses in the financial year or in the
immediately preceding financial year.
xix) There has been no resignation of the statutory auditors during the year and
accordingly the reporting under clause 3(xviii) is not applicable.
xx) 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 and 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
date of the audit report indicating that Company is not capable of meeting its liabilities
existing at the date of balance sheet as and when they fall due within a period of one
year from the balance sheet date. We, however, state that this is not an assurance as to
the future viability of the Company. We further state that our reporting is based on the
facts up to the date of the audit report and we neither give 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.
xxi) (a) The provisions of Section 135 of the Companies Act, 2013 is not applicable as
the Company is yet to attain the required amount of net worth, turnover or net profit as
specified in Section 135 and accordingly reporting under clause 3(xx ) is not applicable
xxii) The reporting under clause 3(xxi) of the Order is not applicable in respect of
audit of the Standalone Financial Statements. Accordingly, no comment in respect of the
said clause has been included in this report.
For Goenka Shaw & Co
Firm Registration No: 310975E
Chartered Accountants
(CA Kishore Kumar Shaw)
Partner
Membership No: 052284 Place: Kolkata
Dated: The 30th day of May 2023
ANNEXURE B TO INDEPENDENT AUDITORS REPORT
Referred to in paragraph 8(f) of the Independent Standalone Auditors Report of even
date to the members of M/s INDOWORTH HOLDINGS LIMITED(Formerly Uniworth Securities
Limited) on the standalone Ind AS 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 M/s Indoworth
Holdings Limited ("the Company") as of March 31, 2023 in conjunction with
our audit of the standalone Ind AS financial statements of the Company for the year ended
on that date.
Management‘s Responsibility for the 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 controls
stated in the Guidance Notes on Audit of Internal Financial Controls over Financial
Reporting issued by the Institute of Chartered Accountants of India (ICAI).These
responsibilities include the design, implication 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 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 audit in accordance
with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting
(the "Guidance Notes") 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 issued
by 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 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 based on the assessed risk .The
procedure selected depend on the auditors depend on the auditors judgment, including the
assessment of the risks of material misstatement of the financial statement , whether due
to fraud and error.
5. We believe that the audit evidence we have obtained is sufficient to provide a basis
for our audit opinion on the Companys internal financial control system 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 Ind AS 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
i. Pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and disposition of the assets of the Company.
ii. Provide reasonable assurance that transactions are recorded as necessary to permit
preparation of Ind AS 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 the directors of the company; and
iii. Provide reasonable assurance regarding prevention or timely detection of unamortized
acquisition, use, or disposition of the companys assets that could have material effect
on the financial statements.
Inherent Limitations of Internal Financial Control 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
contracts, 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 financing 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 material respects, an adequate internal
financial control system over financial reporting and such internal 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 Goenka Shaw & Co
Firm Registration No: 310975E
Chartered Accountants
(CA Kishore Kumar Shaw)
Partner
Membership No: 052284 Place: Kolkata
Dated: The 30th day of May 2023
+91-9892691696
